worldpay group plc vantiv, inc./media/files/w/world...a letter from goldman ... actions to be taken...
TRANSCRIPT
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
PART TWO OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THECOMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THECANCELLATION OF THE LISTING ON THE OFFICIAL LIST AND OF ADMISSION TO TRADING OF WORLDPAY SHARES ONTHE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from yourstockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in aterritory outside the United Kingdom.
If you have sold or otherwise transferred all of your Worldpay Shares, please send this document (but not any personalised accompanying documents)and any reply-paid envelope at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer waseffected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from anyjurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part only ofyour holding of Worldpay Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transferwas effected. If you have recently purchased or otherwise been transferred Worldpay Shares in certificated form, notwithstanding receipt of thisdocument and any accompanying documents from the transferor, you should contact Equiniti on the telephone numbers set out below to obtainpersonalised Forms of Proxy and Form of Election.
The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions andtherefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to complywith any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme orotherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus.
Recommended merger of
Worldpay Group plcand
Vantiv, Inc.to be effected by means of a scheme of arrangement of
Worldpay Group plc under Part 26 of the Companies Act 2006
This document, together with the accompanying Forms of Proxy, should be read as a whole. Your attention is drawn to the letter from theChairman of Worldpay in Part One of this document, which contains the unanimous recommendation of the Worldpay Directors that youvote in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the General Meeting. A letter from GoldmanSachs and Barclays explaining the Scheme appears in Part Two of this document and constitutes an explanatory statement in compliance withsection 897 of the Companies Act.
Notices of the Court Meeting and the General Meeting of Worldpay, each of which will be held at Allen & Overy LLP, One Bishops Square, LondonE1 6AD on 8 January 2018, are set out on pages 146 to 152 of this document. The Court Meeting will start at 4.00 p.m. on that date and the GeneralMeeting at 4.15 p.m. or as soon thereafter as the Court Meeting is concluded or adjourned.
Actions to be taken by Worldpay Shareholders are set out on pages 56 to 58 of this document. Worldpay Shareholders are asked to complete and returnthe enclosed blue and yellow Forms of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to bereceived by Worldpay’s registrars, Equiniti, 4.00 p.m. and 4.15 p.m. on 5 January 2018 (in the case of the Court Meeting and General Meetingrespectively) or, in the case of an adjourned Meeting, not later than 48 hours before the relevant Meeting, excluding any part of a day that is not abusiness day. Worldpay Shareholders who hold Worldpay Shares in CREST may also appoint a proxy through the CREST electronic proxyappointment service by following the instructions set out on pages 56 to 58 of this document. If the blue Form of Proxy for the Court Meeting is notlodged by the relevant time, it may be handed to Worldpay’s registrars, Equiniti, on behalf of the Chairman of the Court Meeting before the start of theCourt Meeting. However, in the case of the General Meeting, if the yellow Form of Proxy is not lodged by the relevant time, it will be invalid. Thecompletion and return of a Form of Proxy will not prevent Worldpay Shareholders from attending and voting in person at either the Court Meeting orthe General Meeting or any adjournment thereof.
If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or Form ofElection, please call Equiniti on 0333 207 6334 or on +44 (0) 121 415 0931 from outside the UK (calls to this number from outside the UK will becharged at the applicable international rate). Equiniti is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in Englandand Wales. Please note that Equiniti cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls maybe recorded and monitored for security and training purposes.
Morgan Stanley & Co. LLC, acting through its affiliate, Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the PRAand regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Vantiv and Bidco and no one else inconnection with the Merger. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees andagents will not regard any other person as their client, nor will they be responsible to anyone other than Vantiv and Bidco for providing the protectionsafforded to clients of Morgan Stanley nor for providing advice in connection with the Merger, the contents of this document or any matter referred toherein.
Credit Suisse Securities (USA) LLC, acting through its affiliate, Credit Suisse International (Credit Suisse), which is authorised by the PRA andregulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Vantiv and Bidco and no one else inconnection with the Merger and/or other matters set out in this document and will not be responsible to any person other than Vantiv and Bidco forproviding the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this document, the Merger or anymatter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibilitywhatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse inconnection with the Merger, this document, any statement contained herein or otherwise.
Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom is acting exclusively for Worldpayand no one else in connection with the Merger or any other matter referred to in this document and will not be responsible to anyone other thanWorldpay for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the Merger or any other mattersreferred to in this document.
Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Worldpay and noone else in connection with the Merger or any other matter referred to in this document and will not be responsible to anyone other than Worldpay forproviding the protections afforded to clients of Barclays nor for providing advice in relation to the Merger or any other matter referred to in thisdocument.
Apart from the responsibilities and liabilities, if any, which may be imposed on Morgan Stanley, Credit Suisse, Goldman Sachs and Barclays by theFinancial Services and Markets Act 2000 or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where theexclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Morgan Stanley, Credit Suisse, GoldmanSachs, Barclays or any person affiliated with any of them assumes any responsibility whatsoever and none of them makes any representation or warranty,express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made orpurported to be made by any of them or on their behalf and nothing contained in this document is, or shall be, relied upon as a promise or representationin this respect whether as to the past or the future, in connection with the Worldpay, the Worldpay Group, Vantiv or the Vantiv Group, the Merger orotherwise. Each of Morgan Stanley, Credit Suisse, Goldman Sachs and Barclays accordingly disclaims to the fullest extent permitted by law all and anyresponsibility and liability whether arising in tort, contract or otherwise which it might otherwise (save as referred to above) be found to have in respectof this document or any such statement.
IMPORTANT NOTICE
The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by lawand therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom shouldinform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictionsmay constitute a violation of the securities laws of such jurisdiction. Neither this document nor any of theaccompanying documents do or are intended to constitute or form part of any offer or invitation to purchase,otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote orapproval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation isunlawful.
This document has been prepared for the purposes of complying with English law, the Code and the ListingRules and the information disclosed may not be the same as that which would have been disclosed if thisdocument had been prepared in accordance with the laws of jurisdictions outside England and Wales.
Election Restricted Shareholders will not be sent a Form of Election and will not be entitled to participate in theMix and Match Facility. Further, Election Restricted Shareholders will not be sent a Vantiv Prospectus. Copies ofthis document and all documents relating to the Merger are not being, and must not be, directly or indirectly,mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receivingthis document and all documents relating to the Merger (including custodians, nominees and trustees) must notmail or otherwise distribute or send them in, into or from such jurisdiction where to do so would violate the lawsof that jurisdiction.
Notice to Australian Worldpay Shareholders
This document and the offer are only made available in Australia to persons to whom a disclosure document isnot required to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth) (AustralianCorporations Act) by virtue of the ASIC Corporations (Foreign Scrip Bids) Instrument 2015/357. Thisdocument is not a prospectus, product disclosure statement or any other form of formal “disclosure document”for the purposes of the Australian Corporations Act, and is not required to, and does not, contain all theinformation which would be required in a disclosure document under the Australian Corporations Act.
This document has not been and will not be lodged or registered with the Australian Securities and InvestmentsCommission or Australian Securities Exchange or any other regulatory body or agency in Australia.
The persons referred to in this document may not hold Australian financial services licences and may not belicensed to provide financial product advice in relation to the securities. No “cooling-off” regime will apply to anacquisition of any interest in Vantiv.
This document does not take into account the investment objectives, financial situation or needs of any particularperson. Accordingly, before making any investment decision in relation to this document, you should assesswhether the acquisition of any interest in Vantiv is appropriate in light of your own financial circumstances orseek professional advice.
Notice to Canadian Worldpay Shareholders
Vantiv is not a “reporting issuer” (as such term is defined under applicable Canadian securities legislation) in anyjurisdiction of Canada. Any resale of the Vantiv Shares in any jurisdiction of Canada must be made inaccordance with an exemption from the prospectus requirements of applicable securities laws. WorldpayShareholders resident in Canada are advised to seek legal advice prior to any sale of their New Vantiv Shares.
Notice to Chinese Worldpay Shareholders
This document does not constitute an offer to sell or the solicitation of an offer to buy any Vantiv Shares in thePeople’s Republic of China (excluding Hong Kong, Macau and Taiwan, the PRC) to any person to whom it isunlawful to make the offer or solicitation in the PRC. Vantiv does not represent that this document may belawfully distributed, or that any Vantiv Shares may be lawfully offered, in compliance with any applicableregistration or other requirements in the PRC, or pursuant to an exemption available thereunder, or assume anyresponsibility for facilitating any such distribution or offering. In particular, no action has been taken by Vantiv
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which would permit a public offering of any Vantiv Shares or distribution of this document in the PRC.Accordingly, the New Vantiv Shares are not being offered or sold within the PRC by means of this document orany other document provided by Worldpay and/or Vantiv. Neither this document nor any advertisement or otheroffering material, as provided by Worldpay and/or Vantiv, may be distributed or published in the PRC, exceptunder circumstances that will result in compliance with any applicable laws and regulations.
The New Vantiv Shares may not be offered, sold or delivered, or offered or sold or delivered to any person forreoffering or resale or redelivery, in any such case directly or indirectly, in the PRC in contravention of anyapplicable laws.
Notice to Hong Kong Worldpay Shareholders
The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You areadvised to exercise caution in relation to the Merger. If you are in any doubt about any of the contents of thisdocument, you should obtain independent professional advice.
Notice to Swiss Worldpay Shareholders
The New Vantiv Shares may not be publicly offered in Switzerland and will not be listed on the SIX SwissExchange Ltd. (the SIX Swiss Exchange) or on any other stock exchange or regulated trading facility inSwitzerland. This document does not constitute a prospectus within the meaning of, and has been preparedwithout regard to the disclosure standards for issue prospectuses under art. 652a or art. 1156 of the Swiss Code ofObligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Swiss ExchangeListing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neitherthis document nor any other offering or marketing material relating to the New Vantiv Shares or the offering maybe publicly distributed or otherwise made publicly available in Switzerland.
Notice to United States Worldpay Shareholders
The Merger relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangementis not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, asamended (the US Exchange Act). Accordingly, the Merger is subject to the disclosure requirements, rules andpractices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosurerequirements, style and format of US proxy solicitation or tender offer rules. However, Vantiv and/or Bidcoreserves the right, subject to the prior consent of the Panel and in accordance with the Co-operation Agreement,to elect to implement the Merger by means of a Takeover Offer for the entire issued and to be issued ordinaryshare capital of Worldpay, as an alternative to the Scheme. If Vantiv and/or Bidco were to elect to implement theMerger by means of a Takeover Offer, it shall be made in compliance with all applicable laws and regulations. Ifsuch a Takeover Offer is required to be made in the United States, it will be done in compliance with theapplicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act andRegulation 14E thereunder. In addition to any such Takeover Offer, Vantiv and Bidco, certain affiliatedcompanies or their nominees or brokers (acting as agents) may, in accordance with normal UK practice andpursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, or arrangements to purchase,Worldpay Shares other than pursuant to the Takeover Offer, until the date on which the Takeover Offer and/orthe Scheme becomes Effective, lapses or is withdrawn. If such purchases or arrangements to purchase were to bemade, they would be made outside the United States and would comply with applicable law, including the USExchange Act. Such purchases or arrangements to purchase may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information about such purchases will be disclosed asrequired in the United Kingdom, will be reported to the Regulatory News Service of the London Stock Exchangeand will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
The financial information included or incorporated by reference into this document, except for the Vantivinformation incorporated by reference on page 85, has been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financial statements of US companies.US generally accepted accounting principles (US GAAP) differ in certain significant respects from IFRS used inthe United Kingdom and therefore the financial information included or incorporated by reference into thisdocument relating to Worldpay may not be comparable with the financial information of Vantiv. Equally, thefinancial information included in this document relating to Vantiv may not be comparable to the financialinformation relating to other companies whose financial statements are prepared in accordance with US GAAP.
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None of the financial information in this document has been audited in accordance with auditing standardsgenerally accepted in the United States or the auditing standards of the Public Company Accounting OversightBoard (United States).
The New Vantiv Shares have not been, and will not be, registered under the US Securities Act of 1933, asamended (the US Securities Act) or under the securities laws of any state or other jurisdiction of the UnitedStates. Accordingly, the New Vantiv Shares may not be offered, sold, resold, delivered, distributed or otherwisetransferred, directly or indirectly, in or into the United States absent registration under the US Securities Act oran exemption therefrom. The New Vantiv Shares are expected to be issued in reliance upon the exemption fromthe registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. WorldpayShareholders who will be affiliates of Vantiv after the Effective Date will be subject to certain US transferrestrictions relating to the New Vantiv Shares received pursuant to the Scheme.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Actafforded by Section 3(a)(10), Worldpay will advise the Court that its sanctioning of the Scheme will be reliedupon by Vantiv and Worldpay as an approval of the Scheme following a hearing on its fairness which allWorldpay Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning ofthe Scheme and with respect to which notification has been given to all such Worldpay Shareholders.
The receipt of cash and New Vantiv Shares pursuant to the Merger by a US Shareholder as consideration inaccordance with the terms of the Merger will be a taxable transaction for US federal income tax purposes andunder applicable US state and local, as well as, potentially, foreign and other, tax laws. Each WorldpayShareholder is urged to consult his independent professional adviser immediately regarding the tax consequencesof the Merger applicable to him or her.
The information contained in this document has neither been approved nor disapproved by the US Securities andExchange Commission (the SEC) or any US state securities commission. Neither the SEC, nor any statesecurities commission, has passed upon the fairness or merits of the proposal described in, nor upon the accuracyor adequacy of the information contained in, this document. Any representation to the contrary is a criminaloffence in the United States.
The statements contained in this document are made as at the date of this document, unless some other time isspecified in relation to them, and service of this document shall not give rise to any implication that there hasbeen no change in the facts set forth in this document since such date. Nothing in this document shall be deemedto be a forecast, projection or estimate of the future financial performance of Worldpay, the Worldpay Group,Vantiv or the Vantiv Group except where otherwise stated.
Forward-looking statements
This document contains statements about Vantiv, Bidco and Worldpay that are or may be forward-lookingstatements. All statements other than statements of historical fact included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words“targets”, “plans”, “believes”, “expects”, “should”, “could”, “would”, “continue”, “aims”, “intends”, “will”,“may”, “likely”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative ofsuch words or terms, are forward-looking statements. Forward-looking statements include statements relating tothe following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance,indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and managementstrategies and the expansion and growth of the Vantiv Group or the Worldpay Group; and (iii) the effects ofgovernment regulation on the Vantiv Group and the Worldpay Group. There are many factors which could causeactual results to differ materially from those expressed or implied in forward looking statements. Among suchfactors are changes in the global, political, economic, business, competitive, market and regulatory forces, futureexchange and interest rates, changes in tax rates and future business combinations or disposals.
These forward-looking statements are based on numerous assumptions regarding the present and future businessstrategies of such persons and the environment in which each will operate in the future. By their nature, theseforward-looking statements involve known and unknown risks and uncertainties because they relate to events anddepend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document may cause the actual results, performance or achievements of any suchperson, or industry results and developments, to be materially different from any results, performance or
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achievements expressed or implied by such forward-looking statements. No assurance can be given that suchexpectations will prove to have been correct and persons reading this document are therefore cautioned not toplace undue reliance on these forward-looking statements which speak only as at the date of this document. Allsubsequent oral or written forward-looking statements attributable to Vantiv, Bidco or Worldpay or any personsacting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Vantiv,Bidco or Worldpay undertakes any obligation to update publicly or revise forward-looking statements, whetheras a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts or estimates
The Vantiv Profit Forecasts are profit forecasts for the purposes of Rule 28 of the Code. The Vantiv ProfitForecasts, the assumptions and basis of preparation on which the Vantiv Profit Forecasts are based and theVantiv Directors’ confirmation, as required by Rule 28.1 of the Code, are set out in Part Ten.
The Worldpay Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. The Worldpay ProfitForecast, the assumptions and basis of preparation on which the Worldpay Profit Forecast is based and theWorldpay Directors’ confirmation, as required by Rule 28.1 of the Code, are set out in Part Nine.
Other than the Vantiv Profit Forecasts and the Worldpay Profit Forecast, no statement in this document isintended as a profit forecast or estimate for any period and no statement in this document should be interpreted tomean that earnings or earnings per share for Vantiv or Worldpay, as appropriate, for the current or futurefinancial years would necessarily match or exceed the historical published earnings or earnings per share forVantiv or Worldpay, as appropriate.
Quantified Financial Benefits Statement
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to in theQuantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, orthose achieved could be materially different from those estimated. No statement in the Quantified FinancialBenefits Statement, or this document generally, should be construed as a profit forecast (other than the VantivProfit Forecasts or the Worldpay Profit Forecast) or interpreted to mean that the Combined Company’s earningsin the first full year following the Effective Date of the Scheme, or in any subsequent period, would necessarilymatch or be greater than or be less than those of Worldpay and/or Vantiv for the relevant preceding financialperiod or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statementcontained in Appendix 1 of this document is the responsibility of Vantiv and the Vantiv Directors.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror inrespect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an OpeningPosition Disclosure following the commencement of the offer period and, if later, following the announcement inwhich any securities exchange offeror is first identified. An Opening Position Disclosure must contain details ofthe person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) theofferee company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person towhom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business dayfollowing the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) onthe 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 offerorbefore 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 one per cent. or more of any class ofrelevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosureif the person deals in any relevant securities of the offeree company or of any securities exchange offeror. ADealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positionsin, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A DealingDisclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) onthe business day following the date of the relevant dealing.
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If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, toacquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, theywill be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also bemade by the offeree company and by any offeror and Dealing Disclosures must also be made by the offereecompany, 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 Disclosuresand Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website athttp://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when theoffer period commenced and when any offeror was first identified. If you are in any doubt as to whether you arerequired to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s MarketSurveillance Unit on +44 (0) 207 638 0129.
Rounding
Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals in certaintables may not be an arithmetic aggregation of the figures that precede them.
Publication on website and availability of hard copies
A copy of this document will be made available subject to certain restrictions relating to persons resident inRestricted Jurisdictions on Worldpay’s website at www.investors.worldpay.com and Vantiv’s website atwww.vantiv.com by no later than 12.00 noon (London time) on 29 November 2017. For the avoidance of doubt,the contents of these websites are not incorporated into and do not form part of this document.
You may request a hard copy of this document by contacting Equiniti on 0333 207 6334 or on +44 (0) 121 4150931 from outside the UK (calls to this number from outside the UK will be charged at the applicableinternational rate). Equiniti is open between 8.30 a.m. and 5.30 p.m. Monday to Friday, excluding publicholidays in England and Wales. You may also request that all future documents, announcements and informationto be sent to you in relation to the Merger should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Worldpay Shareholders,persons with information rights and other relevant persons for the receipt of communications from Worldpaymay be provided to Vantiv and Bidco during the Offer Period as requested under Section 4 of Appendix 4 of theCode to comply with Rule 2.11(c) of the Code.
This document is dated 28 November 2017.
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TO VOTE ON THE MERGER
This page should be read in conjunction with the rest of this document, and in particular, the section headed“ACTIONS TO BE TAKEN” set out on pages 56 to 58 of this document and the notices of the Court Meetingand the General Meeting at the end of this document.
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARECAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLEREPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLYURGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR APPOINT A PROXYTHROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE (AS APPROPRIATE) ASSOON AS POSSIBLE.
Whether or not you plan to attend the Meetings, you should:
1. complete, sign and return the blue Form of Proxy for use at the Court Meeting, or alternatively, if you holdyour Worldpay Shares in CREST, appoint a proxy through the CREST electronic proxy appointmentservice, so as to be received no later than 4.00 p.m. on 5 January 2018 (or, in the case of an adjournedmeeting, not less than 48 hours before the time and date set for the adjourned meeting, excluding any part ofa day that is not a business day); and
2. complete, sign and return the yellow Form of Proxy for use at the General Meeting, or alternatively, if youhold your Worldpay Shares in CREST, appoint a proxy through the CREST electronic proxy appointmentservice, so as to be received no later than 4.15 p.m. on 5 January 2018 (or, in the case of an adjournedmeeting, not less than 48 hours before the time and date set for the adjourned meeting, excluding any part ofa day that is not a business day).
If the blue Form of Proxy for the Court Meeting is not returned by the above time, it may be handed to Equinition behalf of the Chairman of the Court Meeting before the start of the Court Meeting. However, in the case of theGeneral Meeting, if the yellow Form of Proxy is not returned so as to be received by the time mentioned aboveand in accordance with the instructions on the Form of Proxy it will be invalid.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed (a) service provider(s), shouldrefer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action ontheir behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions as described in the CREST Manual(available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxyor an amendment to the instructions given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by Worldpay’s registrars, Equiniti (participant ID RA19) not later than 4.00 p.m.on 5 January 2018 in the case of the Court Meeting and not later than 4.15 p.m. on 5 January 2018 in the case ofthe General Meeting (or, in the case of an adjourned meeting, not less than 48 hours before the time and date setfor the adjourned meeting, excluding any part of a day that is not a business day). For this purpose, the time ofreceipt will be taken to be the time (as determined by the time stamp applied to the message by the CRESTApplications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the mannerprescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal memberor sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor orvoting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted bymeans of the CREST system by any particular time. CREST members and, where applicable, their CRESTsponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.
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Worldpay may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Regulations.
If you wish to appoint more than one proxy in respect of your shareholding, please contact Equiniti on thenumber provided below to obtain (an) additional proxy form(s). Alternatively, you may photocopy the enclosedproxy form or, if you are a CREST member, please follow the procedures set out in the CREST manual.
The completion and return of Forms of Proxy or the submission of a proxy via the CREST electronic proxyappointment service will not prevent you from attending and voting at the Court Meeting and/or GeneralMeeting, or any adjournments of such Meetings, in person should you wish to do so and are entitled to do so.
8
FORM OF ELECTION TO MAKE A MIX AND MATCH ELECTION
Worldpay Shareholders
Under the terms of the Scheme and the Merger, it is intended that all Scheme Shareholders (other than RestrictedShareholders) will receive the Standard Consideration (55 pence in cash and 0.0672 New Vantiv Shares) inrespect of each Scheme Share they hold, unless they actively elect to vary the proportions of Cash Considerationor New Vantiv Shares they wish to receive in respect of their holdings of Scheme Shares, satisfaction of suchelections being subject to the elections by other Scheme Shareholders, by completing and returning the Form ofElection or making an Electronic Election. The Mix and Match Facility has not been extended to ElectionRestricted Shareholders and no Form of Election will be sent to them.
If you hold Scheme Shares in certificated form (that is, not in CREST) and you wish to make a Mix and MatchElection, please complete and return the enclosed Form of Election so as to reach Equiniti, Corporate Actions,Aspect House Spencer Road, Lancing, West Sussex BN99 6DA by the Election Return Time using the pre-paidenvelope provided for use only in the UK. Instructions on how to complete the Form of Election are printedthereon.
If you hold Scheme Shares in uncertificated form (that is, in CREST) and you wish to make a Mix and MatchElection, you may submit your election electronically by taking (or procuring to be taken) the actions set out inPart Five of this document to transfer the Scheme Shares in respect of which you wish to make a Mix and MatchElection to an escrow balance, using an Electronic Election specifying Equiniti (in its capacity as a CRESTparticipant under the ID 5RA80) as the escrow agent by the Election Return Time. If you wish to make a Mixand Match Election by completing a Form of Election you must rematerialise your Worldpay Shares bycompleting a CREST stock withdrawal form and you may request a Form of Election by contacting theShareholder Helpline on the telephone number set out below.
If you hold Scheme Shares in both certificated and uncertificated form and/or if you hold Scheme Shares in twoor more designated accounts and you wish to make a Mix and Match Election in respect of all such holdings, youmust make a separate election in respect of each holding.
Election Restricted Shareholders
The Mix and Match Facility has not been extended to Election Restricted Shareholders and no Form of Electionwill be sent to them. Further details are set out in paragraph 13 of Part Two of this document.
Further details on how Worldpay Shareholders can make a Mix and Match Election are set out in Part Five ofthis document.
HELPLINE
If you have any questions about this document, the Court Meeting or the General Meeting or how tocomplete the Forms of Proxy or the Form of Election or to appoint a proxy through the CREST electronicproxy appointment service, please call Equiniti on 0333 207 6334 or on +44 (0) 121 415 0931 from outsidethe UK (calls to this number from outside the UK will be charged at the applicable international rate).Equiniti is open between 8.30 a.m. and 5.30 p.m. Monday to Friday, excluding public holidays in Englandand Wales. Please note that Equiniti cannot provide comments on the merits of the Scheme or provide anyfinancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
9
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
Event Time and/or date(1)
Latest time for lodging Forms of Proxy for the:
Voting Record Time for the Court Meeting and theGeneral Meeting
6.30 p.m. on 4 January 2018(2)
Court Meeting (blue form) 4.00 p.m. on 5 January 2018(3)
General Meeting (yellow form) 4.15 p.m. on 5 January 2018(4)
Vantiv Shareholders’ Meeting 9.00 a.m. (New York time) on 8 January 2018
Court Meeting 4.00 p.m. on 8 January 2018
General Meeting 4.15 p.m. on 8 January 2018(5)
The following dates are indicative only and are subject to change(6)
Court Hearing (to sanction the Scheme) 11 January 2018
Election Return Time (being the latest time for receiptof Forms of Election or Electronic Elections fromCREST holders)
6.00 p.m. on 12 January 2018
Last day of dealings in, and registrations of transfers of,and disablement in CREST of, Worldpay Shares
12 January 2018
Scheme Record Time 6.00 p.m. on 12 January 2018
Dealings in Worldpay Shares suspended 7.30 a.m. on 15 January 2018
Effective Date of the Scheme 16 January 2018(D)
Cancellation of listing of Worldpay Shares on thepremium segment of the Official List and the MainMarket of the London Stock Exchange
By 8.00 a.m. on 16 January 2018
Issue of New Vantiv Shares By 8.00 a.m. (New York time) on 16 January 2018
Listing of, and commencement of dealings in, New VantivShares on the New York Stock Exchange
By 8.00 a.m. (New York time) on 16 January 2018
Admission and commencement of dealings in VantivShares on the London Stock Exchange
By 2.30 p.m. on 16 January 2018
New Vantiv Shares registered through DRS (in respect ofVantiv Shares held by former certificated WorldpayShareholders)
16 January 2018
Vantiv DIs credited to CREST accounts (in respect ofScheme Shares held in uncertificated form only)
On or soon after 16 January 2018
Despatch of statements of entitlement to New VantivShares held through DRS (in respect of Scheme Sharesheld in certificated form only)
By D+14
Despatch of cheques and crediting of CREST for CashConsideration due under the Scheme
By D+14
Long Stop Date 31 March 2018(7)
Notes:
(1) All references in this document to times are to London time unless otherwise stated. The dates and times given are indicative only andare based on Worldpay’s current expectations and may be subject to change (including as a result of changes to the regulatory timetable).If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Worldpay Shareholders byannouncement through a Regulatory Information Service.
10
(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.30p.m. on the day which is two days before the date of the adjourned meeting, excluding any day that is not a business day.
(3) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 4.00 p.m. on 5 January 2018 or, in the case of anadjourned meeting, 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a business day. BlueForms of Proxy not so lodged may be handed to Equiniti on behalf of the Chairman of the Court Meeting before the start of the CourtMeeting.
(4) Yellow Forms of Proxy for the General Meeting must be lodged not later than 4.15 p.m. on 5 January 2018 or, in the case of anadjourned meeting, 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a business day.
(5) Or as soon as the Court Meeting shall have concluded or been adjourned.(6) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.(7) This is the latest date by which the Scheme may become Effective unless Vantiv and Worldpay agree (and the Panel and, if required, the
Court permit) a later date.
11
TABLE OF CONTENTS
Page
PART ONE: LETTER FROM THE CHAIRMAN OF WORLDPAY . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2. Summary of the terms of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3. Update on the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4. Background to and reasons for the Worldpay Board recommendation . . . . . . . . . . . . . . . . . . . . . 17
5. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6. Information on Worldpay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
7. Information on Vantiv and Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8. Worldpay trading update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
9. Vantiv trading update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10. Intentions with regards to the business, management and employees of Worldpay and theCombined Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
11. Employee Share Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
12. Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
13. Cancellation of listing of Worldpay Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
14. Action to be taken by Worldpay Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
15. Overseas Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
16. The Scheme and the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
17. United Kingdom and United States Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
18. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
19. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
PART TWO: EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2. Summary of the terms of the Merger and the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3. Background to and reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
4. Financial benefits and effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5. The Mix and Match Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6. Further information in respect of the Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7. Worldpay Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8. Vantiv Shareholder approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9. The Worldpay Directors and the effect of the Scheme on their interests . . . . . . . . . . . . . . . . . . . . 40
10. De-listing of Worldpay Shares, Listing of New Vantiv Shares and settlement ofconsideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
11. United Kingdom taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
12. United States taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
13. Election Restricted Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
14. Overseas Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15. Employee Share Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
16. Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
17. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
12
PART THREE: CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THEMERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
1. Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
2. Waiver and Invocation of the Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
3. Implementation by way of Takeover Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
4. Certain further terms of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
PART FOUR: DESCRIPTION OF THE NEW VANTIV SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
PART FIVE: NOTES FOR MAKING ELECTIONS UNDER THE MIX AND MATCHFACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
PART SIX: THE SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
1. Transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
2. Consideration for the transfer of Scheme Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
3. Fractional entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
4. Mix and Match Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
5. Share certificates and cancellation of CREST entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
6. Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
7. Restricted Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
8. Dividend mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
9. Operation of this Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
10. Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
PART SEVEN: FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
1. Vantiv Group financial information incorporated by reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
2. Bidco financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
3. Effect of Scheme becoming Effective on the Vantiv Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
4. Worldpay financial information incorporated by reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
5. Hard copies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
6. No incorporation of website information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
PART EIGHT: ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS . . . . . . . . . 87
1. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
2. US securities law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
PART NINE: WORLDPAY PROFIT FORECAST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
PART TEN: VANTIV PROFIT FORECASTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
PART ELEVEN: ADDITIONAL INFORMATION ON WORLDPAY, VANTIV AND BIDCO . . . . 95
1. Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
2. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
3. Disclosures in respect of Worldpay securities and Vantiv common stock . . . . . . . . . . . . . . . . . . 96
4. Interests and Dealings — General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
5. Directors’ service contracts and emoluments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
6. Market quotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
7. Material contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
8. Merger-related arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
13
9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
10. Merger-related fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
11. Financing arrangements relating to Vantiv and Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
12. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
13. Cash confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
14. Persons acting in concert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
15. Vantiv shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
16. No significant change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
17. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
18. Documents published on a website . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
19. Sources of information and bases of calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
PART TWELVE: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
PART THIRTEEN: NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
PART FOURTEEN: NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
APPENDIX 1: QUANTIFIED FINANCIAL BENEFITS STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . 153
14
PART ONE
LETTER FROM THE CHAIRMAN OF WORLDPAY
Directors: Registered office:Sir Michael Rake (Independent Non-Executive Chairman) The Walbrook BuildingPhilip Jansen (Chief Executive Officer) 25 WalbrookRon Kalifa (Vice Chairman and Executive Director) LondonRick Medlock (Chief Financial Officer) EC4N 8AFMartin Scicluna (Senior Independent Non-Executive Director)John Allan (Independent Non-Executive Director)Deanna Oppenheimer (Independent Non-Executive Director) Incorporated in England and WalesKaren Richardson (Independent Non-Executive Director) with registered number 08762327
28 November 2017
To the holders of Worldpay Shares and, for information only, to holders of options or awards under theWorldpay Share Schemes and persons with information rights
Dear Shareholder
RECOMMENDED MERGER OF WORLDPAY AND VANTIV
1. Introduction
On 9 August 2017, the Boards of Worldpay and Vantiv announced that they had agreed the terms of arecommended merger of Worldpay with Vantiv and Bidco, a subsidiary of Vantiv, in the form of a recommendedoffer for the entire issued and to be issued ordinary share capital of Worldpay by Vantiv and Bidco. Bidco hasbeen incorporated in England and Wales for the purposes of the Merger.
I am writing to you today to set out the background to the Merger and the reasons why the Worldpay Directorsconsider the financial terms of the Merger to be fair and reasonable and are unanimously recommending that youvote in favour of the Merger. I draw your attention to the letter from Goldman Sachs and Barclays set out in PartTwo of this document which gives details about the Merger and to the additional information set out in PartEleven of this document.
In order to approve the terms of the Merger, Scheme Shareholders will need to vote in favour of the resolutionsto be proposed at the Court Meeting and the General Meeting, to be held on 8 January 2018 at Allen & OveryLLP, One Bishops Square, London E1 6AD. Details of the actions you are asked to take are set out in paragraph16 of Part Two of this document. The recommendation of the Worldpay Directors is set out in paragraph 18 ofthis letter.
2. Summary of the terms of the Merger
The Merger will be implemented by way of a Court-sanctioned scheme of arrangement between Worldpay andScheme Shareholders under Part 26 of the Companies Act.
Under the terms of the Merger, which is subject to the terms and conditions set out in Part Three of thisdocument, Scheme Shareholders will receive:
for each Worldpay Share 55 pence in cashand0.0672 of a New Vantiv Share
In addition, Worldpay Shareholders will also be entitled to receive a special dividend of 4.2 pence per WorldpayShare, which is conditional on completion of the Merger and will be paid to Worldpay Shareholders on theregister of members of Worldpay at the Scheme Record Time (the Special Dividend).
Following announcement of the Merger, Worldpay Shareholders on the register at 6.00 p.m. on 29 September2017 received an interim dividend of 0.8 pence per Worldpay Share, which was paid on 23 October 2017 (theInterim Dividend).
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Based on Vantiv’s closing share price of US$72.40 on the Latest Practicable Date and an exchange rate ofUS$1.3333:£1 at 5.00 p.m. (London time) on the Latest Practicable Date, the terms of the Merger, including theSpecial Dividend and the Interim Dividend, value each Worldpay Share at 425 pence and the entire existingissued and to be issued ordinary share capital of Worldpay at £8.5 billion. Excluding the Dividends, the terms ofthe Merger value each Worldpay Share at 420 pence and represent a premium of:
• approximately 31.4 per cent. to the Closing Price per Worldpay Share of 320 pence on 3 July 2017(being the last business day before the commencement of the Offer Period);
• approximately 33.4 per cent. to the Closing Price per Worldpay Share of 315 pence on 30 June 2017(being the last business day prior to broad sector consolidation speculation);
• approximately 43.3 per cent. to the six-month volume weighted average price of 293 pence perWorldpay Share on 3 July 2017 (being the last business day before the commencement of the OfferPeriod); and
• approximately 75.0 per cent. to the IPO price of 240 pence per Worldpay Share.
The terms of the Merger imply an enterprise value of Worldpay of approximately £9.8 billion (US$13.1 billion)and the Combined Company will have a pro forma enterprise value of approximately £23.3 billion(US$31.1 billion).1
Upon completion of the Merger, Worldpay Shareholders will own approximately 43 per cent., and VantivShareholders will own approximately 57 per cent., of the Combined Company on a fully diluted basis.
Vantiv and Bidco reserve the right to reduce the consideration payable in respect of each Worldpay Share underthe terms of the Merger to the extent that the Dividends exceed 5 pence per Worldpay Share in aggregate. If anyother dividend or distribution in respect of the Worldpay Shares is announced, declared, paid or made on or afterthe date of the Announcement, Vantiv and Bidco reserve the right to reduce the consideration payable in respectof each Worldpay Share by the amount of all or part of any such dividend or other distribution. If Vantiv orBidco exercises this right or makes such a reduction in respect of a dividend or other distribution that has notbeen paid, Worldpay Shareholders will be entitled to receive and retain that dividend or other distribution.
Vantiv will seek a secondary listing on the Main Market of the London Stock Exchange in relation to VantivShares following completion of the Merger. In addition, the New Vantiv Shares will be authorised for primarylisting on the New York Stock Exchange subject to official notice of issuance.
Worldpay Shareholders (other than Election Restricted Shareholders) are being offered the opportunity, under theMix and Match Facility, to elect to vary the proportions of Cash Consideration and New Vantiv Shares theyreceive in respect of their Scheme Shares, subject to equal and opposite elections being made by other WorldpayShareholders.
Each Worldpay Shareholder (other than Restricted Shareholders) will automatically receive the StandardConsideration (55 pence and 0.0672 New Vantiv Shares). The Mix and Match Facility, however, allowsWorldpay Shareholders (other than Election Restricted Shareholders) to make elections on the following basis:
(A) for every 55 pence in cash, approximately 0.0101 of a New Vantiv Share to add to the 0.0672 New VantivShares already due, so as to surrender all of their cash component in respect of that Scheme Share (the MoreShares Option)2; or
(B) for every 0.0672 New Vantiv Share, approximately 365 pence in cash to add to the 55 pence per WorldpayShare already due, so as to surrender all of their New Vantiv Share entitlement in respect of that SchemeShare (the More Cash Option).3
The basis for making elections under the Mix and Match Facility has been determined with reference to theclosing price per Vantiv share of US$72.40 on the Latest Practicable Date and an exchange rate of US$1.3333:£1(being the exchange rate at 5.00 p.m. (London time) on the Latest Practicable Date).
IMPORTANT: An election under the Mix and Match Facility does not guarantee that you will receiveeither approximately 0.0773 New Vantiv Shares under the More Shares Option or approximately
1 Based on Vantiv’s closing share price of US$72.40 on the Latest Practicable Date and an exchange rate of US$1.3333:GBP1 at 5.00 p.m.(London time) on the Latest Practicable Date.
2 The full amount of a New Vantiv Share for every 55 pence in cash under the More Shares Option is 0.0101286602209945 of aNew Vantiv Share.
3 The full amount of cash for every 0.0672 New Vantiv Share under the More Cash Option is 364.905122628066 pence.
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420 pence under the More Cash Option in respect of each Worldpay Share so elected. Elections under theMix and Match Facility could be scaled back pro rata, with any unsuccessful elections for the More CashOption or More Shares Option being treated as an election to receive the Standard Consideration of55 pence and 0.0672 New Vantiv Shares.
The Mix and Match Facility will not change the total number of New Vantiv Shares to be issued by Vantiv or thetotal Cash Consideration to be paid pursuant to the Merger. Accordingly, Vantiv’s ability to satisfy all Mix andMatch Elections for Cash Consideration or New Vantiv Shares made by Worldpay Shareholders in respect ofsuch option will depend on other Worldpay Shareholders making equal and opposite Mix and Match Elections.Mix and Match Elections may only be made in respect of whole numbers of Worldpay Shares. To the extent thatelections for New Vantiv Shares or Cash Consideration cannot be satisfied in full, they will be scaled down on apro rata basis. As a result of this, Worldpay Shareholders who make a Mix and Match Election will not know theexact number of New Vantiv Shares or the amount of cash they will receive until settlement of the considerationthat is due to them. When the Scheme becomes Effective, an announcement will be made stating the extent towhich elections under the Mix and Match Facility will be satisfied.
The Mix and Match Facility will not affect the entitlement of any Worldpay Shareholder who does not make anelection under the Mix and Match Facility. Any such Worldpay Shareholder (who is not a RestrictedShareholder) will receive the Standard Consideration, being 55 pence in cash and 0.0672 New Vantiv Shares foreach Worldpay Share held.
Further information about the Mix and Match Facility is provided in paragraph 5 of Part Two.
The New Vantiv Shares will be issued credited as fully paid and will rank pari passu in all respects with theexisting Vantiv Shares, save that they will not participate in any dividend payable by Vantiv with reference to arecord date prior to the Effective Date.
No offer is being made by Vantiv and/or Bidco for any or all of the Worldpay CVRs.
3. Update on the Merger
On 27 November 2017, Vantiv posted the Vantiv Proxy Statement to Vantiv Shareholders, which included anotice convening the Vantiv Shareholders’ Meeting which is expected to be held at 9.00 a.m. (New York time)on 8 January 2018. The Merger is conditional on, among other things, the Vantiv Shareholder Resolution beingpassed by the requisite majority of Vantiv Shareholders at the Vantiv Shareholders’ Meeting.
In addition, the Vantiv Prospectus has today been approved by the UK Listing Authority. The Vantiv Prospectuscan be found on Vantiv’s website at www.vantiv.com and on Worldpay’s website atwww.investors.worldpay.com. The Vantiv Prospectus contains further information on Vantiv and the NewVantiv Shares to be issued in connection with the Merger.
The waiting period under the HSR Act has concluded and, as such, the US merger control condition set out inparagraph 1.3(A) of Part Three of this document has been satisfied.
The FCA has confirmed its unconditional approval of the proposed change in control of Worldpay (UK) Limited,which is the only UK authorised person within the Wider Worldpay Group, and has also confirmed that it has noobjections to the changes in qualifying holdings in those members of the Wider Worldpay Group which areauthorised payment institutions for the purpose of the Payment Services Regulations 2009 and that the FCA’srecords in respect of those entities will be updated once the FCA receives confirmation that the Merger isEffective.
The Dutch Central Bank has made positive decisions in respect of the integrity of all persons who need to bevetted as co-policy makers of Worldpay B.V. in relation to the proposed implementation of the Merger.
4. Background to and reasons for the Worldpay Board recommendation
Worldpay has transformed itself since its separation from RBS in 2010, establishing a clear strategic direction asan innovative payments technology company, and investing over £1 billion for long-term growth. Worldpaytoday is a leading global payments provider.
Worldpay has created significant value for shareholders since listing on the London Stock Exchange on13 October 2015, delivering a total shareholder return of approximately 67 per cent. (based on the value of theMerger) vs. a shareholder return of approximately 24 per cent. for the FTSE 100 in the period to 3 July 2017.
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Worldpay Board’s Assessment of the Evolving and Consolidating Global Payments Industry
The global payments landscape continues to evolve and in recent years, there has been a significant level ofconsolidation activity in the payments sector. Consolidation has been driven by the need to meet therequirements of customers through providing a breadth of products, product development and innovation and thebenefits of scale.
Since the IPO, the Worldpay Board has regularly reviewed the payments landscape to identify potentialopportunities. This assessment has included analysis of both acquisition opportunities and mergers withcompanies of a similar size to Worldpay. As part of this assessment, there has been a focus on identifyingpotential transactions that would strengthen and develop Worldpay’s US business.
The Worldpay Board, together with its financial adviser Goldman Sachs, has conducted a detailed review ofpotential opportunities. The Worldpay Board’s work identified a number of possible merger partners which wereevaluated against a number of factors including strategic rationale, value creation, synergy potential, cultural fit,anti-trust and regulatory considerations as well as transaction structure. The possible merger partners are listedoutside the UK and so in each case the relevant transaction structure would be likely to involve WorldpayShareholders receiving consideration in shares listed outside the UK. Following the Worldpay Board’s review,preliminary discussions were held with a number of potential merger partners and dialogue between advisers wasestablished and in some cases, more detailed discussions were held, but no more compelling proposal than thatfrom Vantiv was received. As a result of this review and discussions held, the Worldpay Board has a good degreeof visibility on the range of potential opportunities available to Worldpay.
In addition, Worldpay has participated in a number of sale processes over the last two years which have beenconducted as competitive auctions. As a result of the relative scarcity of high quality assets, valuation multiplespaid by the successful bidders have been on an increasing trend. In each of these processes, the Worldpay Boardhas always placed shareholder value creation as a priority in determining the price it has been willing to pay foravailable assets.
Discussions between Worldpay and Vantiv
Discussions between Worldpay and Vantiv have been held at various times starting from before the IPO inOctober 2015. Worldpay and Vantiv have recognised for some time the strong strategic rationale, financialbenefits and cultural fit that exists between the two companies.
Detailed discussions between Worldpay and Vantiv were held in January and February 2016 with the twocompanies engaging in mutual due diligence, although agreement on the terms of a transaction could not bereached at that time.
However, both Worldpay and Vantiv continued to believe in the strategic rationale for merging and consequentlythe two management teams remained in contact.
Subsequently in June 2017, Vantiv made a proposal to Worldpay for a merger of the two companies. Therefollowed a period of negotiation during which Vantiv improved the terms of its proposal. During this period,rumours appeared in the media which triggered the requirement for the announcement on 4 July 2017.
As a result of this speculation, both Worldpay and Vantiv recognised the need to provide the market with anoverview of the nature and key terms of the transaction under discussion. Therefore, following furthernegotiation during 4 July 2017, an announcement was released on 5 July 2017 setting out the key commercialterms which had been agreed in principle.
The Merger was subsequently announced on 9 August 2017. Detailed work was conducted on the combinedbusiness case including identifying cost synergies and potential revenue opportunities as well as the detailedterms of the possible transaction, including the Secondary Listing.
Strategic and Financial Benefits of the Merger with Vantiv
The Worldpay Board believes that the Merger has a compelling strategic logic through:
• the creation of a truly global payments provider;
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• significantly increased scale to continue to invest in innovation and a larger platform to furtherparticipate in M&A; and
• annual recurring pre-tax cost synergies of approximately US$200 million, expected to be fully realisedby the end of the third year following completion of the Merger.
In particular the Merger addresses a historical area of weakness in Worldpay’s US business and provides aplatform to expand Worldpay’s leading eCommerce business into the US and to transfer Vantiv’s integratedtechnological know-how and capabilities to Worldpay’s global merchant base.
The terms of the Merger provide Worldpay Shareholders with approximately 43 per cent. of the CombinedCompany as well as 55 pence per Worldpay Share in cash plus dividends totalling 5 pence per Worldpay Share inaggregate.4 Based on the Vantiv closing share price on the Latest Practicable Date, the terms of the Merger valueeach Worldpay Share at 425 pence. Excluding the Dividends, this represents a premium of 31.4 per cent. to theunaffected share price on 3 July 2017 (being the last business day before commencement of the Offer Period),43.3 per cent. to the six-month volume-weighted average price and 75.0 per cent. to the IPO price of 240 penceper share. In addition, the offer value represents a multiple of 19.4x last twelve months Underlying EBITDA forWorldpay (including the Dividends).5
The transaction structure allows Worldpay Shareholders to continue to benefit from Worldpay’s growth profileas well as sharing in the cost synergy benefits and revenue opportunities anticipated to arise from thecombination. The Worldpay Board has been very focused on ensuring that as many Worldpay Shareholders aspossible are able to participate in the long-term benefits of the Merger and has listened closely to the feedback ithas received from Worldpay Shareholders. Following a review of potential structuring options, the CombinedCompany will have a secondary listing on the London Stock Exchange following completion of the Merger. TheUK will remain a very important part of the Combined Company and maintaining a listing on the London StockExchange reflects that.
In keeping with the Merger structure, Worldpay will have five seats on the board of the Combined Company andPhilip Jansen will be Co-CEO. Sir Michael Rake will be the lead director of the board of the CombinedCompany. In addition, Worldpay will have a number of senior management positions in the Combined Company.The Combined Company will retain London as its international headquarters.
The Worldpay Board believes the Merger provides attractive value to Worldpay Shareholders through thepremium offered, the cash and dividends components of the consideration and the opportunity for WorldpayShareholders to participate in future value creation through their aggregate shareholding of approximately 43 percent. in the Combined Company.
Following careful consideration of the above factors, the Worldpay Board unanimously decided to recommendthat Worldpay Shareholders vote in favour of the Merger, as those Worldpay Directors with beneficial holdingshave each irrevocably undertaken to do, in respect of their entire respective beneficial holdings of WorldpayShares.
5. Undertakings
Vantiv and Bidco have received irrevocable undertakings to vote or procure votes in favour of the Scheme at theCourt Meeting and the resolutions to be passed at the General Meeting (or in the event that the Merger isimplemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from WorldpayDirectors and certain of their connected persons, in respect of 21,067,369 Worldpay Shares, in aggregate,representing approximately 1.05 per cent. of the issued ordinary share capital of Worldpay.
Further details of these undertakings (including the circumstances in which they fall away) are set out in PartEleven at paragraph 9.
6. Information on Worldpay
Worldpay has a long history of working closely with merchants to help them prosper and of driving innovation inthe global payments market over the last 30 years. Prior to Advent and Bain Capital’s acquisition of Worldpay in
4 Including the Interim Dividend which has already been paid.5 Based on Vantiv’s closing share price of US$72.40 on the Latest Practicable Date and an exchange rate of US$1.3333:GBP1 at 5.00 p.m.
(London time) on the Latest Practicable Date.
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2010, Worldpay was a non-core asset within RBS and was not considered a strategic focus of the bank and wastherefore not managed for growth or to address emerging industry opportunities as technology and customerdemand changed the market.
Since separating from RBS at the end of 2010, and through and after its subsequent initial public offering inOctober 2015, Worldpay has pursued a consistent strategy which has created a platform for growth, initiallyfocused on existing customers inherited at the time of the separation from RBS, and in time growing into newmarket segments and with entirely independent customer relationships.
Worldpay has transformed itself since its separation from RBS, establishing itself as a standalone business andfurther developing its own technology capability and business infrastructure to support its growth. Worldpay hasestablished a clear strategic direction as an innovative payments technology company, and has invested over£1 billion for long-term growth.
Worldpay is a leader in global payments. The Wider Worldpay Group provides a broad range of technology-ledsolutions to its merchant customers to allow them to accept payments of almost any type, across multiplepayment channels, nearly anywhere in the world. Worldpay is one of the few global businesses able to offerfunctionality in most aspects of payment acceptance, whether in-store, online or on a mobile device, by providingaccess to a global payments network through an agile, integrated, secure, reliable and highly scalable proprietaryglobal payments platform.
Worldpay deploys this platform to optimise business outcomes for its customers, including by providing foracceptance of a large number of payment types and opening access to new geographic markets, enabling itscustomers to reduce the chances of losing a potential sale, allowing them to get a single view of key customerdata, and increasing transaction acceptance while protecting against fraud. Worldpay can also leverage the datagained as a result of its core payment solutions to offer payment analytics, insights on peers, industrybenchmarking and additional functionality to its clients, allowing them to, for example, run loyalty schemes,guide their consumers to preferred payment types and improve their performance.
Worldpay serves a diverse set of merchants across a variety of end-markets, sizes and geographies. On anaverage day, it processes over 40 million transactions worldwide (including mobile, online and in-store), offeringover 300 payment methods in 126 transaction currencies across 146 countries, while supporting approximately400,000 customers, including large enterprises, domestic corporates and small and medium sized businesses.Globally, Worldpay also partners with innovative and fast-growing eCommerce businesses including many of theworld’s most renowned and dynamic online brands.
Worldpay earns contracted income from its customers on a per transaction basis as well as from other value-added and risk-based services:
• Transaction-based revenue — includes revenue generated through any combination of fees for itsdigital payment capture services (including in-store, online through gateways and via mobile devices),for the provision of merchant acquiring services for card payments (such as payment identification,verification, authorisation and settlement), for provision of local or alternative payment methods, andfor the provision of fraud and risk management services, treasury management and foreign exchangeservices, and related products and services to customers. The largest component of transaction-basedrevenue is Worldpay’s merchant service charges (also known as transaction services charges), whichWorldpay earns for acquiring services and is generated either as a percentage of the value of thetransaction acquired or on a per transaction basis.
• Value-added services — includes revenue generated through the provision of data insight services andaccess to advanced reporting and analytics.
• Other periodic fees — includes revenue generated through terminal hires and other non-transactionrelated merchant fees, such as Payment Card Industry Data Security Standard and minimum servicecharges, which are typically fixed monthly or annual charges.
Worldpay serves its clients through its three operating divisions:
• Global eCom — Global eCom provides a wide range of online and mobile multi-currency paymentacceptance, validation and settlement services for its customer book which includes large and fastgrowing internet-led multinationals. The vast majority of Global eCom’s approximately 1,350customers sit within five priority industry verticals: Digital Content, Global Retail, Airlines, RegulatedGambling and Travel. Global eCom accounted for 44 per cent. of the Worldpay Group’s business unitcontribution to Underlying EBITDA (before corporate segment costs) in 2016.
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• WPUK — WPUK has the number one market share in the UK, accounting for approximately 39 percent. of the UK merchant market as measured by estimated volume of transactions in 2016. It providesa strong proposition of in-store, phone, online and mobile payment acceptance solutions forapproximately 300,000 UK and Ireland-based customers, from SMBs to large corporates (includingTesco, Asda and Next). WPUK accounted for 40 per cent. of the Worldpay Group’s business unitcontribution to Underlying EBITDA (before corporate segment costs) in 2016.
• WPUS — WPUS provides in-store, online and mobile payment acceptance solutions for US-basedcustomers, with a focus on developing omni-commerce and integrated payment solutions for itsapproximately 100,000 SMB customers and vertical-specific solutions for its approximately 15,000enterprise customers in the grocery, petroleum, restaurant and retail industries. WPUS accounted for16 per cent. of the Worldpay Group’s business unit contribution to Underlying EBITDA (beforecorporate segment costs) in 2016.
In 2016, Worldpay’s net revenue was £1,124.2 million and underlying EBITDA was £467.6 million. In the ninemonths ended 30 September 2017, the Worldpay Group’s net revenue was £903.8 million and UnderlyingEBITDA was £377.6 million.
The average number of Worldpay employees in the year ended 31 December 2016 was 5,095, including 1,307 intechnology, 1,276 in WPUS, 1,223 in WPUK and 467 in Global eCom.
Prior to receipt of an approach with regard to a possible offer, Worldpay published guidance which constituted aprofit forecast under Rule 28 of the Code. Pursuant to Rule 28.1(c) of the Code, the Worldpay Profit Forecast isset out in full in Part Nine, together with the assumptions, basis of preparation and the Worldpay Directors’confirmation relating thereto.
7. Information on Vantiv and Bidco
Vantiv
Vantiv is a leading payment processor differentiated by an integrated technology platform, breadth of distributionand superior cost structure. According to the Nilson Report, Vantiv is the largest merchant acquirer and thelargest PIN debit acquirer by number of transactions in the US. Vantiv’s integrated technology platform isdifferentiated from its competitors’ multiple platform architectures. It enables Vantiv to provide efficiently acomprehensive suite of services to merchants and financial institutions of all sizes as well as to innovate, developand deploy new services, while generating significant economies of scale. Vantiv’s broad and varied distributionincludes multiple sales channels, such as its direct and indirect sales forces and referral partner relationships,which provide it with a growing and diverse client base of merchants and financial institutions. Vantiv believesthis combination of attributes provides it with competitive advantages that generate strong growth andprofitability by enabling it to efficiently manage, update and maintain its technology, to utilise technologyintegration and value-added services to expand its new sales and distribution and to realise significant operatingleverage.
Vantiv offers a broad suite of payment processing services that enable its clients to meet their paymentprocessing needs through a single provider, including in omni-commerce environments that span point-of-sale,eCommerce and mobile devices. Vantiv enables merchants of all sizes to accept and process credit, debit andprepaid payments and provides them supporting value-added services, such as security solutions and fraudmanagement, information solutions, and interchange management. Vantiv also provides mission critical paymentservices to financial institutions, such as card issuer processing, payment network processing, fraud protection,card production, prepaid program management, ATM driving and network gateway and switching services thatutilise its proprietary Jeanie PIN debit payment network.
Vantiv’s merchant client base includes merchant locations across the US. In 2016, Vantiv processedapproximately 21.0 billion transactions for these merchants. Vantiv’s merchant client base has low clientconcentration and is heavily weighted in non-discretionary everyday spend categories, such as grocery andpharmacy, and includes large US retailers, including 11 of the top 25 US retailers by revenue in 2015. Vantivprovides a comprehensive suite of payment processing services to its merchant services clients. It authorises,clears, settles and provides reporting for electronic payment transactions. Vantiv’s financial institution client baseis also generally well diversified and includes regional banks, community banks, credit unions and regional PINdebit networks. In 2016, Vantiv processed approximately four billion transactions for these financial institutions,focusing on small to mid-sized institutions with less than US$15 billion in assets. Smaller financial institutions
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generally do not have the scale or infrastructure typical of large institutions and are more likely to outsource theirpayment processing needs. Vantiv provides integrated card issuer processing, payment network processing andvalue-added services to its financial institutions clients.
Vantiv originally was organised and operated as a business unit of Fifth Third. In June 2009, private equityinvestors acquired a majority interest in Vantiv, and Fifth Third retained a substantial minority equity interest inVantiv. In March 2012, Vantiv completed its initial public offering and became a listed company on the NewYork Stock Exchange. Following completion of the Fifth Third Transaction on 9 August 2017 (as set out in moredetail on page 38), Fifth Third beneficially owns approximately 8.6 per cent. of the total equity interests inVantiv and Vantiv Holding, which is held through Class B units in Vantiv Holding and Class B shares (votingonly) in Vantiv. Each of these Class B units/shares together generally may be exchanged by Fifth Third for oneVantiv Share. For further details on the Fifth Third Transaction, please see paragraph 8 of Part Eleven.
On 26 October 2017, Vantiv published the Vantiv Q3 Results. Vantiv made the following statements in theVantiv Q3 Results which constitute a profit forecast under Rule 28 of the Code:
“On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.42 to $1.47 forthe 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 forthe fourth quarter of 2017. Pro forma adjusted net income per diluted share is expected to be $0.94 to $0.96 forthe fourth quarter of 2017.”
Pursuant to Rule 28.1(c) of the Code, the Vantiv Profit Forecasts are set out in full at Part Ten, together with theassumptions, basis of preparation and the Vantiv Directors’ confirmation relating thereto. The Vantiv ProfitForecasts supersede those forecasts relating to Vantiv which were included in the Announcement.
Bidco
Bidco is a newly incorporated English private limited company, and an indirect subsidiary of Vantiv. Bidco hasbeen formed at the direction of Vantiv for the purposes of implementing the Merger together with Vantiv. Bidcohas not traded since its date of incorporation, nor has it entered into any obligations other than in connection withthe Merger.
8. Worldpay trading update
Worldpay published its results for the nine months ended 30 September 2017 on 27 November 2017, which areincorporated by reference into this document.
Net revenue for the Worldpay Group in the nine months to 30 September 2017 was £903.8 million comparedwith £823.2 million in the nine months to 30 September 2016. Underlying EBITDA for the Worldpay Group inthe nine months to 30 September 2017 was £377.6 million compared with £337.8 million in the nine months to30 September 2016.
Financial information relating to Worldpay is set out in Part Seven of this document and ratings informationrelating to Worldpay is set out in Part Eleven of this document.
The Worldpay Group has made strong progress in the nine months to 30 September 2017, and is well positionedto deliver an Underlying EBITDA margin improvement for the six months to 31 December 2017 in line withprevious guidance. Worldpay expects net revenue growth for FY 2017 to be at the lower end of its existingguidance range of 9-11 per cent, subject to the assumptions set out in Part Nine. This is as a result of acombination of factors, namely, the consumer slowdown in the UK market, the continuation of US trendsidentified in the six months to 30 June 2017, and the strengthening of sterling against the US Dollar which hasadversely impacted translation of its US net revenue. Worldpay expects the trends in the UK and the US that ithas seen in the three months to 30 September 2017 to continue into 2018. See Part Nine for informationregarding the Worldpay Profit Forecast.
9. Vantiv trading update
On 26 October 2017, Vantiv announced its results for the third quarter of 2017.
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Revenue increased to $2,960.7 million for the nine months ended 30 September 2017 from $2,623.9 million forthe nine months ended 30 September 2016. The increase during the nine months ended 30 September 2017 wasdue primarily to transaction growth of 6 per cent. Additionally, growth in the Merchant Services segment as aresult of Vantiv’s continued penetration of small and mid-sized merchants contributed to higher net revenue pertransaction.
Net revenue which is revenue less network fees and other costs, increased to $1,554.4 million for the nine monthsended 30 September 2017 from $1,402.3 million for the nine months ended 30 September 2016 due to the factorsdiscussed above, and offset slightly by an increase in third party processing costs.
Income from operations decreased to $396.3 million for the nine months ended 30 September 2017 from$415.8 million for the nine months ended 30 September 2016.
Net income increased to $229.1 million for the nine months ended 30 September 2017 from $217.9 million forthe nine months ended 30 September 2016.
10. Intentions with regards to the business, management and employees of Worldpay and the CombinedCompany
Statement by Vantiv
Vantiv and Worldpay attach great importance to the skills and experience of the existing management andemployees of the Vantiv Group and the Worldpay Group and believe both workforces will be key in maximisingthe opportunities that the Merger will present. The Merger will augment the world-class capabilities of both theVantiv Group and the Worldpay Group by employing a ‘best of both’ approach, offering many opportunities foremployees to progress in a business of greater international size and scope and to incorporate the skills and thetalents present in both groups.
The analysis carried out to date as part of the diligence and integration planning has indicated the potential togenerate cost savings for the Combined Company in areas where there is overlap in functions. In order to achievethese expected benefits following completion of the Merger, some operational, sales, corporate andadministrative restructuring will be required. The detailed restructuring steps across the Combined Company arenot yet fully developed and are subject to ongoing review, as well as employee consultation (the IntegrationReview). A key aspect of the Integration Review will be to make sure the restructuring plans minimise potentialbusiness disruption and effect a smooth integration of the businesses. The Integration Review has been limiteddue to restrictions on the sharing of business information in connection with the ongoing required regulatoryprocess.
As at the date of this document:
• as previously announced, following completion of the Merger, Cincinnati, Ohio will become theCombined Company’s global and corporate headquarters and London, UK will become its internationalheadquarters. The Combined Company will be named “Worldpay”;
• in order to ensure a successful and smooth integration, the Combined Company will be led by CharlesDrucker as Executive Chairman and Co-CEO. Reporting to Mr. Drucker will be Philip Jansen asCo-CEO and Stephanie Ferris as CFO. For a period of two years following the Effective Date, theremoval of either Co-CEO will require the approval of at least 75 per cent. of the board of directors ofthe Combined Company, unless they voluntarily resign or such removal is for cause. Additionalmembers of the Combined Company’s executive team reporting to Mr. Drucker and Mr. Jansen will beannounced at a later date;
• the board of the Combined Company will consist of five Worldpay directors and eight Vantiv directors.Sir Michael Rake will be the lead director of the board of the Combined Company and Jeffrey Stieflerwill continue to serve on the board of the Combined Company in a non-executive position;
• in addition, Ron Kalifa, Karen Richardson and Deanna Oppenheimer (each of whom currently servesas a director of Worldpay) will be appointed to the board of the Combined Company. A determinationof the additional six Vantiv directors who will be board members of the Combined Company will bemade prior to completion of the Merger;
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• although no specific functions have been identified at this stage, over time and following appropriateemployee consultations, some functions may be transitioned to other offices within the CombinedCompany;
• there will be headcount reductions associated with duplicate costs across operational, sales, corporateand administrative teams. Across the Combined Company Vantiv expects overall job reductionsinitiated by the Combined Company throughout the three-year integration process of approximately 12per cent. Approximately 7.5 per cent. of the total reductions are expected to occur in the 12 monthsfollowing the completion of the Merger, of which 4.5 per cent. are expected to come fromconsolidating Vantiv and Worldpay’s US businesses and 3 per cent. are expected to impact theWorldpay workforce in the rest of the Worldpay Group. The majority of the remainder of headcountreductions initiated by the Combined Company are anticipated to occur in the second year followingcompletion of the Merger;
• of the anticipated 63 per cent. of cost synergies set out in the Quantified Financial Benefits Statementarising from the reduction of duplicative operations, technology, selling and general and administrativeexpenditure in the US, Vantiv expects the majority of such synergies to arise from job reductions;
• Vantiv does not intend to eliminate any existing places of business of the Combined Company, butconsistent with the job reduction disclosure above, certain offices may be downsized. Longer term, theCombined Company will explore opportunities for further centralisation or optimisation of variousactivities, which would lead to eventual office closures; and
• Vantiv does not intend to redeploy fixed assets of Worldpay following completion of the Merger.
The aforementioned matters and other assumptions, including the timing and magnitude of workforce reductionsand eventual office closures, remain subject to a number of factors including overall market conditions, the moredetailed Integration Review, which is anticipated to commence shortly after completion of the Merger and istargeted to be completed in early March 2018, and any required consultations with employees and theirrepresentatives. There will be a dedicated team responsible for the Integration Review and this team will be madeup of individuals from both Vantiv and Worldpay.
Vantiv has high regard for the skills and experience of the existing management and employees of the WorldpayGroup. Other than as a result of the anticipated headcount reductions described in this paragraph 10, Vantiv hasno intention to make any changes to the continuing employment of Worldpay Group employees and managementor any material changes to their conditions of employment. Vantiv confirms that Worldpay employees’ existingemployment rights will be observed in accordance with applicable law and it has no intention to alter anyexisting contributions to Worldpay’s pensions or existing arrangements with respect to the accrual of benefits forexisting members and admission of new members.
Vantiv acknowledges the importance and value of Worldpay’s employee share-based incentive arrangements.Proposals have been sent to existing optionholders and award holders as set out at paragraph 15 of Part Two. Inaddition, Vantiv confirms that it will, as soon as practicable following completion of the Merger, endeavour toput in place share-based arrangements for Worldpay’s employees, or extend Vantiv’s own share-basedarrangements to Worldpay’s employees, under which Worldpay’s employees will be eligible to participate at thesame or similar level in arrangements which are, so far as possible, equivalent to the share-based arrangements inwhich they currently participate, subject always to the absolute discretion of the Vantiv CompensationCommittee. Incentive arrangements are being considered for the management team of the Combined Company,but to date no final decisions have been made in this regard.
Response from the Worldpay Board
Vantiv has stated that it expects to achieve synergy benefits from the Merger and that, in order to achieve suchbenefits, it will be necessary for Vantiv to conduct an integration assessment which will result in headcountreductions associated with duplicate costs across operational, sales, corporate and administrative teams, inparticular in the US but also in the UK and the rest of the world. Vantiv has also stated its intention to consider,over time, the potential transition of some functions between offices in the Combined Company and, in thelonger term, the potential closure of certain offices as opportunities are explored for centralisation andoptimisation of activities. The Worldpay Board is of the view that, in order for Vantiv to achieve the statedsynergy benefits, it will be necessary for headcount reductions to take place.
The Worldpay Board believes that in implementing the integration process, it is important that Vantiv takes intoaccount the skills and experience of the existing management and employees of Worldpay and welcomes
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Vantiv’s intention to adopt a “best of both” approach to the integration and provide opportunities for Worldpayemployees as well as Vantiv employees. The Worldpay Board also believes that it is important that, as stated byVantiv, the integration will be implemented in a way which minimises potential disruption to the business of theCombined Company.
The Worldpay Board notes Vantiv’s statement that other than as a result of anticipated headcount reductions,Vantiv has no intention to make any changes to the continuing employment of Worldpay Group employees andmanagement or any material changes to their conditions of employment, and that the existing employment rights,including pension rights, of existing management and employees of the Worldpay Group will be observed. TheWorldpay Board considers it important that Worldpay Group employees who remain with the CombinedCompany are given certainty as to the continuing terms of their employment. The Worldpay Board also supportsVantiv’s statement that it will endeavour, subject to the absolute discretion of the Vantiv CompensationCommittee, to put in place share-based incentive arrangements for Worldpay’s employees, or extend Vantiv’sown share-based arrangements to Worldpay’s employees, which will be, so far as possible, equivalent to theshare-based incentive arrangements in which they are currently eligible to participate.
Given that the detailed Integration Review is to be carried out after completion of the Merger, the WorldpayBoard is unable to express a more detailed opinion on the impact of the Merger on Worldpay management,employees and offices.
11. Employee Share Plans
The effect of the Scheme in relation to options and awards outstanding under the Worldpay Share Schemes isdescribed in paragraph 15 of Part Two of this document.
12. Dividends
Worldpay
In the publication of Worldpay’s half year results on 9 August 2017, it was announced that the Worldpay Boardhad declared an interim dividend in respect of the six-month period ended 30 June 2017 in an amount of 0.8pence per Worldpay Share. This was paid to Worldpay Shareholders on 23 October 2017.
Worldpay Shareholders on the register of members of Worldpay at the Scheme Record Time will be entitled to aspecial dividend of 4.2 pence per Worldpay Share, conditional on completion of the Merger.
Vantiv and Bidco reserve the right to reduce the consideration payable in respect of each Worldpay Share underthe terms of the Merger to the extent that the Dividends exceed 5 pence per Worldpay Share in aggregate. If anyother dividend or distribution in respect of the Worldpay Shares is announced, declared, paid or made on or afterthe date of the Announcement, Vantiv and Bidco reserve the right to reduce the consideration payable in respectof each Worldpay Share by the amount of all or part of any such dividend or other distribution. If Vantiv orBidco exercises this right or makes such a reduction in respect of a dividend or other distribution that has notbeen paid, Worldpay Shareholders will be entitled to receive and retain that dividend or other distribution.
Vantiv
Vantiv has not declared or paid any cash dividends on Vantiv Shares since its initial public offering, and Vantivdoes not intend to do so in the foreseeable future. Vantiv currently intends to retain its future earnings, if any, torepay indebtedness and to support its general corporate purposes. Vantiv is a holding company that does notconduct any business operations of its own. As a result, Vantiv’s ability to pay cash dividends on Vantiv Shares,if any, is dependent upon cash dividends and distributions and other transfers from group entities. The amountsavailable to Vantiv to pay cash dividends are also restricted by its subsidiaries’ debt agreements, and, to theextent that Vantiv requires additional funding, the sources of such additional funding may prohibit the paymentof a dividend. As a result, appreciation in the price of Vantiv Shares, if any, will be the only source of gain on aninvestment in Vantiv Shares.
13. Cancellation of listing of Worldpay Shares
Your attention is drawn to paragraph 10 of Part Two of this document in relation to Vantiv’s intentions regardingthe de-listing of and cancellation of trading in Worldpay Shares following the Effective Date.
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Vantiv will seek admission to the standard listing segment of the Official List in London in relation to the VantivShares. Applications will therefore be made to the UK Listing Authority and to the London Stock Exchange forthe Vantiv Shares to be admitted to the standard listing segment of the Official List of the UK Listing Authorityand to trading on the Main Market of the London Stock Exchange. It is expected that admission will becomeeffective and that dealings for normal settlement in the Vantiv Shares will commence on the London StockExchange by 2.30 p.m. on the Effective Date.
14. Actions to be taken by Worldpay Shareholders
Details of the approvals being sought at the Court Meeting and the General Meeting and the actions to be takenby Worldpay Shareholders in respect of the offer are set out in paragraph 16 of Part Two of this document.
Details relating to the de-listing of the Worldpay Shares and settlement of the New Vantiv Shares and of the CashConsideration offered by Vantiv and Bidco are included in paragraph 10 of Part Two of this document.
15. Overseas Shareholders
Overseas Shareholders of Worldpay Shares should refer to Part Eight of this document, which contains importantinformation relevant to such holders.
The attention of Election Restricted Shareholders is drawn to Part Five of this document.
16. The Scheme and the Meetings
The Merger is being implemented by way of a Court-sanctioned scheme of arrangement between Worldpay andthe Scheme Shareholders under Part 26 of the Companies Act, although Vantiv and/or Bidco reserve the right toelect to implement the Merger by way of a Takeover Offer (subject to Panel consent, where necessary, and theterms of the Co-operation Agreement). The Scheme is an arrangement between Worldpay and the SchemeShareholders and is subject to the approval of the Court. The procedure involves, among other things, anapplication by Worldpay to the Court to sanction the Scheme, which will involve the Scheme Shares beingtransferred to Vantiv and Bidco, in consideration for which Scheme Shareholders will receive cash and NewVantiv Shares (on the basis described in paragraph 2 above).
To become effective, the Scheme requires, among other things, the approval of a majority in number of theScheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting,representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders presentand voting at the Court Meeting (or any adjournment of the Court Meeting) and the passing of the specialresolutions necessary to implement the Scheme at the General Meeting. Following the Court Meeting and theGeneral Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme mustalso be sanctioned by the Court. The Scheme will only become Effective upon a copy of the Court Order beingdelivered to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all SchemeShareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting(and, if they attended and voted, whether or not they voted in favour).
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may besatisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. You aretherefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy through theCREST electronic proxy appointment service (as appropriate) as soon as possible.
Further details of the Scheme and the Meetings are set out in paragraphs 2 and 7 of Part Two of thisdocument.
The Scheme can only become Effective if all Conditions to the Scheme have been satisfied (unless, whereapplicable, the relevant Condition is waived). The Scheme is conditional on (amongst other things) the issuanceof the New Vantiv Shares being approved by the affirmative vote of the majority of the votes cast at the VantivShareholders’ Meeting. The Vantiv Shareholders’ Meeting is scheduled to be held at 9.00 a.m. (New York time)on 8 January 2018, and the results of this meeting will be announced before the Meetings. Worldpay willannounce the details of the votes of the Meetings as required by the Code through a Regulatory InformationService as soon as practicable after the conclusion of the Meetings and, in any event, by no later than 8.00 a.m.on the business day following the Meetings.
17. United Kingdom and United States Taxation
Your attention is drawn to paragraph 11 of Part Two of this document headed “United Kingdom taxation” and toparagraph 12 of Part Two of this document headed “United States taxation”. Although this document contains
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certain tax-related information, it does not constitute tax advice and does not purport to be a complete analysis ofall potential UK and US tax consequences of the Scheme.
If you are in any doubt about your own tax position or you are subject to taxation in any jurisdiction other thanthe UK or the US, you should consult an appropriately qualified independent professional adviser immediately.
18. Recommendation
The Worldpay Directors, who have been so advised by Goldman Sachs as to the financial terms of the Merger,consider the terms of the Merger to be fair and reasonable. In providing its advice to the Worldpay Directors,Goldman Sachs has taken into account the commercial assessments of the Worldpay Directors. Barclays has alsoprovided financial and corporate broking advice to the Worldpay Directors in relation to the Merger.
Accordingly, the Worldpay Directors unanimously recommend that Worldpay Shareholders vote infavour of the resolutions relating to the Scheme at the Meetings (or in the event that the Merger isimplemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), asthey have irrevocably committed to do in respect of their entire holdings of 20,067,369 Worldpay Shares,representing approximately 1.00 per cent. of Worldpay’s issued ordinary share capital.
19. Further information
Your attention is drawn to further information contained in Part Two, Part Three, Part Six and Part Eleven of thisdocument which provides further details concerning the Scheme.
Your attention is also drawn to the Vantiv Prospectus which contains further information on Vantiv and the NewVantiv Shares to be issued in connection with the Merger. The Vantiv Prospectus may be accessed free of chargeat Vantiv’s website at www.vantiv.com and Worldpay’s website at www.investors.worldpay.com (in each case,subject to any restrictions relating to persons with a registered address in or who are a citizen, resident or nationalof certain jurisdictions).
You are advised to read the whole of this document and not just rely on the summary informationcontained in this letter.
Yours faithfully,
Sir Michael RakeIndependent Non-Executive Chairman
Worldpay Group plc
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PART TWO
EXPLANATORY STATEMENT(In compliance with section 897 of the Companies Act)
Goldman Sachs InternationalPeterborough Court133 Fleet StLondon EC4A 2BB
Barclays Bank PLC1 Churchill Place
LondonE14 5HP
28 November 2017
To the holders of Worldpay Shares and, for information only, to holders of options or awards under theWorldpay Share Schemes and persons with information rights
Dear Shareholder
RECOMMENDED MERGER OF WORLDPAY AND VANTIV
1. Introduction
On 9 August 2017 Worldpay and Vantiv announced that they had agreed the terms of a recommended merger ofWorldpay with Vantiv and Bidco, a subsidiary of Vantiv, in the form of a recommended offer for the entireissued and to be issued ordinary share capital of Worldpay by Vantiv and Bidco. The Merger is beingimplemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Your attention is drawn to the letter from the Chairman of Worldpay set out in Part One of thisdocument, which forms part of this Explanatory Statement. The letter contains, among other things, thebackground to and reasons for the unanimous recommendation by the Worldpay Directors to WorldpayShareholders to vote in favour of the resolutions to be proposed at the Court Meeting and the GeneralMeeting.
Your attention is also drawn to the Vantiv Prospectus which can be found on Vantiv’s website atwww.vantiv.com and on Worldpay’s website at www.investors.worldpay.com (in each case, subject to anyrestrictions relating to persons with a registered address in or who are a citizen, resident or national ofcertain jurisdictions), and which contains further information on Vantiv and the New Vantiv Shares to beissued in connection with the Merger.
The Worldpay Directors, who have been so advised by Goldman Sachs as to the financial terms of theMerger, consider the terms of the Merger to be fair and reasonable. In providing its advice to theWorldpay Directors, Goldman Sachs has taken into account the commercial assessments of the WorldpayDirectors. Barclays has also provided financial and corporate broking advice to the Worldpay Directors inrelation to the Merger.
We have been authorised by the Worldpay Directors to write to you to explain the terms of the Merger and theScheme and to provide you with other relevant information.
This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the Scheme areset out in full in Part Six of this document. Your attention is also drawn to the other parts of this document, whichare deemed to form part of this Explanatory Statement, including Part One, the Conditions and certain furtherterms set out in Part Three and the additional information set out in Part Eleven of this document. For overseasholders of Worldpay Shares, your attention is drawn to Part Eight, which forms part of this ExplanatoryStatement.
2. Summary of the terms of the Merger and the Scheme
The Merger
The Merger will be implemented by way of a Court-sanctioned scheme of arrangement between Worldpay andScheme Shareholders under Part 26 of the Companies Act.
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Under the terms of the Merger, which will be subject to the terms and conditions set out in Part Three of thisdocument, Scheme Shareholders will receive:
for each Worldpay Share 55 pence in cashand0.0672 of a New Vantiv Share
In addition, Worldpay Shareholders will also be entitled to receive the Special Dividend. Followingannouncement of the Merger, Worldpay Shareholders on the register at 6.00 p.m. on 29 September 2017 receivedthe Interim Dividend.
Based on Vantiv’s closing share price of US$72.40 on the Latest Practicable Date and an exchange rate ofUS$1.3333:£1 at 5.00 p.m. (London time) on the Latest Practicable Date, the terms of the Merger, including theSpecial Dividend and the Interim Dividend, value each Worldpay Share at 425 pence and the entire existingissued and to be issued ordinary share capital of Worldpay at £8.5 billion. Excluding the Dividends, the terms ofthe Merger value each Worldpay Share at 420 pence and represent a premium of:
• approximately 31.4 per cent. to the Closing Price per Worldpay Share of 320 pence on 3 July 2017(being the last business day before the commencement of the Offer Period);
• approximately 33.4 per cent. to the Closing Price per Worldpay Share of 315 pence on 30 June 2017(being the last business day prior to broad sector consolidation speculation);
• approximately 43.3 per cent. to the six-month volume weighted average price of 293 pence perWorldpay Share on 3 July 2017 (being the last business day before the commencement of the OfferPeriod); and
• approximately 75.0 per cent. to the IPO price of 240 pence per Worldpay Share.
The terms of the Merger imply an enterprise value of approximately £9.8 billion (US$13.1 billion) and theCombined Company will have a pro forma enterprise value of approximately £23.3 billion (US$31.1 billion).6
Upon completion of the Merger, Worldpay Shareholders will own approximately 43 per cent., and VantivShareholders will own approximately 57 per cent., of the Combined Company on a fully diluted basis.
Application will be made by Vantiv for the Vantiv Shares to be admitted to the standard listing segment of theOfficial List and to trading on the London Stock Exchange’s Main Market for listed securities. It is expected thatadmission of the Vantiv Shares to trading on the London Stock Exchange’s Main Market for listed securities willbecome effective and that dealings for normal settlement will commence by 2.30 p.m. on 16 January 2018.
In addition, the New Vantiv Shares will be authorised for primary listing on the New York Stock Exchangesubject to official notice of issuance.
Vantiv and Bidco reserve the right to reduce the consideration payable in respect of each Worldpay Share underthe terms of the Merger to the extent that the Dividends exceed 5 pence per Worldpay Share in aggregate. If anyother dividend or distribution in respect of the Worldpay Shares is announced, declared, paid or made on or afterthe date of the Announcement, Vantiv and Bidco reserve the right to reduce the consideration payable in respectof each Worldpay Share by the amount of all or part of any such dividend or other distribution. If Vantiv orBidco exercises this right or makes such a reduction in respect of a dividend or other distribution that has notbeen paid, Worldpay Shareholders will be entitled to receive and retain that dividend or other distribution.
The Worldpay Shares will be acquired by Vantiv and/or Bidco with full title guarantee, fully paid and free fromall liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights orinterests whatsoever and together with all rights existing at the date of this document or thereafter attachingthereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions(if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital orshare premium account or otherwise) made on or after the date of this document in respect of the WorldpayShares, other than the Dividends. It is expected that Vantiv will acquire approximately 87 per cent., and Bidcowill acquire approximately 13 per cent., of the Worldpay Shares.
6 Based on Vantiv’s closing share price of US$72.40 on the Latest Practicable Date and an exchange rate of US$1.3333:GBP1 at 5.00 p.m.(London time) on the Latest Practicable Date.
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The Mix and Match Facility
Worldpay Shareholders (other than Election Restricted Shareholders) are also being offered the opportunity,under the Mix and Match Facility, to elect to vary the proportions of Cash Consideration and New Vantiv Sharesthey receive in respect of their Scheme Shares, subject to equal and opposite elections being made by otherWorldpay Shareholders.
Further information about the Mix and Match Facility is provided in paragraph 5 of this Part Two.
Fractional entitlements
Fractions of New Vantiv Shares will not be allotted or issued to persons pursuant to the Scheme, with individualentitlements to New Vantiv Shares being rounded down to the nearest whole number. Fractional entitlements toNew Vantiv Shares will be aggregated, allotted and issued and sold in the market and the net proceeds of sale(following the deduction of costs relating to trading and foreign exchange conversions) distributed pro rata to therelevant Worldpay Shareholders in accordance with their fractional entitlements (rounded down to the nearestwhole penny).
Conditions
The Merger and, accordingly, the Scheme are subject to a number of conditions set out in full in Part Three ofthis document.
The Scheme will require approval by Scheme Shareholders at the Court Meeting and Worldpay Shareholders atthe General Meeting and the sanction of the Court at the Court Hearing. The Meetings and the nature of theapprovals required to be given at them are described in more detail in paragraph 7 below. All SchemeShareholders are entitled to attend the Court Hearing in person or through representation to support or oppose thesanctioning of the Scheme.
The Scheme can only become Effective if all Conditions to the Scheme, including shareholder approvals and thesanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). TheScheme is conditional on (amongst other things) the issuance of the New Vantiv Shares being approved by theaffirmative vote of the majority of the votes cast at the Vantiv Shareholders’ Meeting. The Vantiv Shareholders’Meeting is scheduled to be held at 9.00 a.m. (New York time) on 8 January 2018, and the results of this meetingwill be announced before the Meetings.
The Scheme will become Effective upon a copy of the Court Order being delivered to the Registrar ofCompanies. Subject to the sanction of the Scheme by the Court, this is expected to occur on 16 January 2018.Unless the Scheme becomes Effective by no later than the Long Stop Date, the Scheme will not becomeEffective and the Merger will not proceed (unless extended with the agreement of Vantiv, Worldpay and thePanel and, if required, the approval of the Court).
3. Background to and reasons for the Merger
The Boards of Vantiv and Worldpay believe the Merger represents a compelling opportunity for both businessesto accelerate their successful and complementary growth strategies significantly, and in turn create substantialvalue for shareholders and stakeholders.
The payments landscape is evolving rapidly. Merchants and consumers are continuously looking for new andinnovative solutions to enable commerce as payments move into the digital world. The ubiquity of the internethas increasingly driven commerce to be conducted online, with the decreasing costs of technology creating theopportunity for merchants to deploy eCommerce and mobile commerce solutions. In addition, commerce iscontinuing to evolve into a global activity as merchants utilise these online methods to connect with consumersin geographic markets outside their own.
Creating a leading global payment provider to power omni-commerce
The Boards of Vantiv and Worldpay recognise the attractive opportunity which exists for the Merger to bringtogether global scale, integrated technology, and diverse distribution to create a market leader in paymenttechnology to power omni-commerce:
• The Combined Company creates one of the world’s largest and most capable payments businesses withglobal reach and unparalleled ability to help businesses prosper in the fast changing and complexdigital economy.
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• The combination of Worldpay and Vantiv into the Combined Company creates a strategic partner formerchants of all sizes across industries and geographies and will offer acceptance across a broad rangeof channels.
• By combining respective strengths in eCommerce, integrated payments, and traditional merchantofferings, it is expected that the Combined Company will be able to create more revenue opportunitiesby enabling commerce through a unified and global product suite — that is, in-store, online, mobile,multi-currency, and spanning geographies.
• Customer targets and value propositions are being identified for revenue synergy opportunities, whichare expected to begin in mid-2019.
Addressing merchant and consumer needs in an evolving payments landscape
Technology and the internet continue to transform global commerce:
• Consumers now expect to transact in all channels seamlessly, securely and simply. Meeting theseexpectations presents merchants with significant challenges.
• The rapid growth of eCommerce and its progressively international nature is increasing complexity formerchants everywhere. From complying with local and international regulations, to minimising costsinherent in cross-border trade, to integrating businesses that operate both offline in brick-and-mortarand online in eCommerce, merchants require solutions that help them manage complexity.
• The constant evolution of technology via new form factors and device types, coupled with increasinginterconnectedness and continuous new threats to security, requires that merchants adopt nimble,secure and future-proof payment solutions.
These rapidly changing consumer expectations and technology developments are difficult for merchants toaddress with existing payment solutions and are difficult for traditional payment processors to support.
As such, merchants require a payment provider that is able to provide a comprehensive omni-commerce solutionthat can deliver a unified consumer experience and can simultaneously provide them with the tools to help themanalyse, manage, and grow their businesses.
It is expected that the Combined Company will be able to partner more effectively with merchants to provideglobal, end-to-end payment solutions that increase efficiency, reduce risk and eliminate complexity acrossgeographies, payments channels and market verticals.
Unique combination of scale and global presence
The Merger is expected to create a leading global integrated payment technology provider and is expected toenable the Combined Company to take advantage of strategic and innovative opportunities to providedifferentiated and diversified solutions to address clients’ needs:
• It is expected that the Combined Company will become a leading international eCommerce paymentprovider, a leading US payment provider and a leading UK and European payment provider, processingover US$1.5 trillion in payment volume and 40 billion transactions through more than 300 paymentmethods in 146 countries and 126 currencies with combined net revenue7 of approximately US$3.5billion (in each case on a pro forma basis for the 12 months ended 30 September 2017, assuming theMerger had completed on 30 September 2017).
• This is expected to allow the Combined Company to deliver local expertise on a global basis bytransferring solutions across geographies to better serve clients in similar vertical markets. Critically,the Combined Company is expected to be a scale player with leading market shares in both the US andoutside of the US, which is expected to enable it to holistically serve the complex needs of businessesglobally. The Combined Company is also expected to be able to bring economies of scale to benefitclients with shared geographies, end-markets or technology needs.
• The Combined Company itself is expected to benefit from enhanced economies of scale as well,leveraging its combined operations, technology infrastructure and data and analytics capabilities todeliver services that are cost efficient and provide enhanced value to clients.
7 Combined Company net revenue reflects reported Vantiv net revenue and reported Worldpay gross profit.
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Ability to capitalise on strategic and high-growth verticals
Completion of the Merger is expected to bring together two complementary partners to create a market leader inpayment technology positioned to capitalise on strategic and high-growth verticals in the most attractive globalmarkets. The Merger is expected to allow the Combined Company to:
• Create a leading global eCommerce provider by adding Worldpay’s leading global eCommercecapabilities to Vantiv’s existing US eCommerce capabilities.
• Export Vantiv’s integrated payments technological know-how and capabilities to Worldpay’s globalmerchant base. This is expected to allow the Combined Company to penetrate Worldpay’s deep SMBcustomer base in the UK, and expand further internationally. In addition, the Combined Company isexpected to continue to leverage Vantiv’s existing integrated payments capability in the US andincrease its SMB customer base in the US.
• Strengthen and extend its capabilities into attractive and high growth vertical markets such as B2B,digital and healthcare payments, taking advantage of the secular growth driven by increasing cardadoption. For example, the Combined Company is expected to be able to faster deploy Vantiv’s B2Benterprise payment capabilities into their largely untapped and combined customer base.
• Extend its capabilities into new and high-growth emerging markets.
Advanced technology built to drive innovation at scale
The Combined Company is expected to offer integrated technology platforms, enabling Vantiv’s agile andscalable US platform and Worldpay’s flexible, next-generation global platform to serve domestic and globalmarkets with fast-to-market innovations and lowest cost processing.
The Combined Company is expected to be able to:
• Offer comprehensive and differentiated payment solutions with significant strategic and operationalbenefits. These platforms are configurable for almost any geography, currency, region or combination,and are built to seamlessly accommodate alternative payments and support a fully omni-commercetransaction environment.
• Leverage the Combined Company’s deep knowledge in technology and commerce to offer solutionsthat reduce complexity for both high growth segment merchants and traditional merchants, regardlessof size or channel.
• Enhance its ability to innovate with fast-to-market developments and proven record of M&Aintegration to develop industry-leading solutions to meet emerging new client needs as the paymentlandscape continues to evolve.
• Access the widest set of distribution channels, ranging from large merchants and financial institutionsto small and medium business and eCommerce merchants of all sizes. The Merger is expected tosolidify the Combined Company’s presence in high-growth channels (including integrated payments,eCommerce and merchant bank), with 43 per cent. of the Combined Company focused on these fastgrowing and highly profitable market segments. This is expected to enable the Combined Company toreach clients with highly complementary strategies in a manner that is cost-effective and efficientregardless of size, type or industry vertical.
• Benefit from a reduction in capital expenditure by harmonising Vantiv’s and Worldpay’s UStechnology platforms.
The US and global technology platforms will be developed, secured and optimised by one of the industry’slargest pools of engineering and technology talent. Whether a local, small merchant requires an integratedpayment solution to help manage their business, or a multi-national enterprise would like to connect and transactwith consumers online or cross-border, it is expected that the Combined Company’s comprehensive suite ofsolutions will enable them to do so seamlessly.
Powerful business model and financial profile
The Combined Company is expected to benefit from an attractive business model and financial profile, thehallmarks of which are recurring revenue, scalability and significant operating margins. The Combined Companyis expected to:
• Have a strong, diverse and loyal customer base with limited client concentration. This is expected toallow the Combined Company to continue to benefit from a highly visible and recurring revenuemodel.
• On a pro forma basis assuming the Merger had completed on 30 September 2017, the CombinedCompany would have US$1.7 billion of adjusted EBITDA, an EBITDA margin of 48 per cent. and freecash flow generation of over US$1.0 billion with 79 per cent. free cash flow conversion, in each case
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for the 12 months ended 30 September 2017. The Merger is expected to be modestly dilutive to theCombined Company’s pro forma adjusted net income per share in 2018, and accretive to the CombinedCompany’s pro forma adjusted net income per share in mid-2019 and thereafter.
• When coupled with an industry-leading margin profile and operating scale efficiencies, the CombinedCompany is expected to be able to realise margin expansion opportunities through scalable technologyand significant operating leverage and deliver continued earnings growth. In addition, this is expectedto allow the Combined Company to generate high levels of free cash flow and create ample flexibilityfor the Combined Company to strategically deploy capital and drive value for shareholders, includingpursuing acquisition opportunities that will extend the Combined Company’s capabilities into newmarkets and segments.
• On a pro forma basis assuming the Merger had completed as at 30 September 2017 and taking intoaccount the financing arrangements entered into by Vantiv, LLC in connection with the Merger and theFifth Third Transaction and the expected approximately US$200 million annual recurring pre tax costsynergies as set out in paragraph 4 of Part Two of this document, the Combined Company’s gross andnet leverage, calculated as debt/EBITDA (for the 12 months ended 30 September 2017) would be 4.7xand 4.4x respectively. It is expected that the Combined Company, with its strong credit profile andattractive cash flow, will look to reduce leverage on a consistent basis over the medium term, includinga target of de-levering to a 4.0x debt to EBITDA leverage ratio over the next 12-18 months.
Delivering significant value creation through cost synergies
• Given the complementary nature of operations, the Vantiv Directors, having reviewed and analysed thepotential benefits of the Merger, based on their experience of operating in the sector and taking intoaccount the factors Vantiv can influence, believe that the Combined Company, comprising both Vantivand Worldpay in their entirety, will be able to achieve annual recurring pre-tax cost synergies ofapproximately US$200 million by the end of the third year following completion of the Merger.
• The majority of these cost synergies will be generated by harmonising the Combined Company’s USplatforms and streamlining corporate costs.
• The Combined Company is expected to incur one-off restructuring and integration costs ofapproximately US$330 million. The majority of these costs will be incurred by the end of the secondyear following completion of the Merger.
• Further details on the expected cost synergies are set out in paragraph 4 below and in Appendix 1.
Potential through revenue opportunities and ability to innovate
The Vantiv Directors also believe that the Merger will position the Combined Company to drive revenueopportunities to capitalise on prospects in high growth and attractive market segments, although these cannot bequantified for reporting under the Code at this time.
The Combined Company will pursue revenue opportunities in the following areas:
• Adding Worldpay’s leading global eCommerce capabilities to Vantiv’s existing US eCommercecapabilities. This will establish a leading global eCommerce platform with cross-selling opportunities.
• Transferring Vantiv’s integrated payments technological know-how and capabilities to Worldpay’sglobal merchant base.
• Strengthening and extending capabilities into new and attractive vertical markets through, for example,faster deployment of Vantiv’s B2B enterprise payment capabilities.
4. Financial benefits and effects of the Merger
Synergy potential
Vantiv believes that the Merger will generate synergies that could not be achieved independently of the Mergerand will lead to substantial value creation for all shareholders.
Vantiv anticipates that the Merger will result in annual recurring pre-tax cost synergies of approximatelyUS$200 million. The synergies are expected to be fully realised by the end of the third year following completionof the Merger.
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The expected sources of the identified cost synergies are as follows:
• approximately 63 per cent. from savings in operations, technology, selling, general and administrativeexpenditure in the US through consolidation of the Combined Company’s US businesses;
• approximately 22 per cent. from savings in general and administrative expenditure throughconsolidation of the Combined Company’s corporate functions; and
• approximately 15 per cent. from savings in technology, operations, selling, general and administrativeexpenditure through consolidation of the Combined Company’s eCommerce businesses and operationsand technology functions.
The Combined Company is expected to incur one-off restructuring and integration costs of approximatelyUS$330 million. The majority of these costs will be incurred by the end of the second year following completionof the Merger. Aside from the integration costs, no material dis-synergies are expected in connection with theMerger. The expected synergies will accrue as a direct result of the Merger and would not be achieved on astandalone basis.
The paragraphs above relating to expected cost synergies constitute the “Quantified Financial BenefitsStatement” for purposes of Rule 28 of the Code.
Given the strong strategic, cultural and operational fit of the two companies, Vantiv believes that the quantifiedcost synergies are readily achievable.
Vantiv expects to achieve the quantified cost synergies while maintaining appropriate investment levels in salesand technology to meet the Combined Company’s growth targets and other objectives.
In addition to the quantified cost synergies set out in this paragraph 4, Vantiv believes that there will be revenueopportunities that the Combined Company could pursue which have not been quantified at this time as set outabove.
There are various alternative means by which Vantiv could achieve the aforementioned quantified synergies andno decisions have yet been taken as to how Vantiv will implement any synergy plans. Initial synergy planninghas begun in relation to the Merger, but more detailed analysis will need to be undertaken in connection with theIntegration Review referred to in paragraph 10 of Part One. Any such synergy plans are subject to engagementwith all appropriate stakeholders in due course.
Please refer to Appendix I for further detail on the Quantified Financial Benefits Statement (including thesupporting bases of belief and principal assumptions). References in this document to the Quantified FinancialBenefits Statement should be read in conjunction with Appendix I. The Vantiv Directors have confirmed thatthere have been no material changes to the Quantified Financial Benefits Statement since 9 August 2017 and theQuantified Financial Benefits Statement remains valid.
Deloitte, Morgan Stanley and Credit Suisse have each also confirmed to Vantiv that their respective reportsproduced in connection with the Quantified Financial Benefits Statement dated 9 August 2017 (copies of whichwere set out in Appendix IV to the Announcement) continue to apply as at the date of this document.
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Financial effects of the Merger
The following table sets out, for illustrative purposes only and on the bases and assumptions set out in the notesbelow, the financial effects of the Merger on the capital value and income for a holder of 10,000 WorldpayShares if the Scheme becomes Effective. It compares the value of the number of New Vantiv Shares and theamount of Cash Consideration to be issued or paid (respectively) under the Scheme in respect of 10,000Worldpay Shares with the value of 10,000 Worldpay Shares on 3 July 2017 (being the last business day beforethe commencement of the Offer Period) and the Latest Practicable Date. It assumes no election is made under theMix and Match Facility. In assessing the financial effects of the Merger, no account has been taken of anypotential liability to taxation of a Worldpay Shareholder.
Illustrative effect on capital value of 10,000 Worldpay shares (£) A B
Market value of 672 New Vantiv Shares1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,510 36,491Value of the cash portion of the Merger consideration2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,500 5,500Value of Dividend(s) yet to be paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 420Total value of the Merger consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,510 42,411Less: market value of 10,000 Worldpay shares3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,950 41,500Illustrative increase/(decrease) in capital value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,560 911Percentage difference between Merger and market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5% 2.2%
Illustrative effect on gross income of 10,000 Worldpay Shares (£) A B
Gross annual dividend income from 672 New Vantiv Shares4 . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0Gross income in respect of consideration for 10,000 Worldpay Shares . . . . . . . . . . . . . . . . 0 0Less: gross annual dividend income from 10,000 Worldpay Shares5 . . . . . . . . . . . . . . . . . . . . . 200 200Illustrative increase/(decrease) in gross income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (200) (200)Percentage difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100.0)% (100.0)%
Column (A) is based on the market value of Worldpay Shares and Vantiv Shares on 3 July 2017 (being the last Business Day beforecommencement of the Offer Period).
Column (B) is based on the market value of Worldpay Shares and Vantiv Shares on the Latest Practicable Date.
In assessing the effects of the Merger, no account has been taken of any potential liability to taxation of a Worldpay Shareholder.
Footnotes
(1) The market value of Vantiv’s Shares is based on the closing price of:(a) US$62.51 on 3 July 2017; and(b) US$72.40 on 24 November 2017, in columns (A) and (B) respectively. Exchange rate of US$:£ equal to 1.2921 at 5.00 p.m. (London
time) on 3 July 2017 and 1.3333 at 5.00 p.m. (London time) on 24 November 2017, in columns (A) and (B) respectively.
(2) Based on a cash consideration of 55 pence per Worldpay Share (excluding the Dividends).
(3) The market value of Worldpay’s Shares is based on the Closing Price of:(a) £3.20 on 3 July 2017; and(b) £4.15 on 24 November 2017, in columns (A) and (B) respectively.
(4) The gross dividend income from 672 New Vantiv Shares is based on no dividends paid in respect of the financial year ended31 December 2016.
(5) The gross dividend income from 10,000 Worldpay Shares is based on aggregate gross dividends of 2.00 pence per Worldpay Share paidin respect of the financial year ended 31 December 2016.
5. The Mix and Match Facility
Under the terms of the Merger, which will be subject to the terms and conditions set out in Part Three of thisdocument, Scheme Shareholders will receive:
for each Worldpay Share 55 pence in cashand0.0672 of a New Vantiv Share
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Each Worldpay Shareholder (other than Restricted Shareholders) will automatically receive the StandardConsideration (55 pence and 0.0672 New Vantiv Shares). The Mix and Match Facility, however, allowsWorldpay Shareholders (other than Election Restricted Shareholders) to make elections on the following basis:
(A) for every 55 pence in cash, approximately 0.0101 of a New Vantiv Share to add to the 0.0672 New VantivShares already due, so as to surrender all of their cash component in respect of that Scheme Share;8 or
(B) for every 0.0672 New Vantiv Share, approximately 365 pence in cash to add to the 55 pence per WorldpayShare already due, so as to surrender all of their New Vantiv Share entitlement in respect of that SchemeShare9.
The basis for making elections under the Mix and Match Facility has been determined with reference to theclosing price per Vantiv share of US$72.40 on the Latest Practicable Date and an exchange rate ofUS$1.3333:£1 (being the exchange rate at 5.00 p.m. (London time) on the Latest Practicable Date).
IMPORTANT: An election under the Mix and Match Facility does not guarantee that you will receiveeither approximately 0.0773 New Vantiv Shares under the More Shares Option or approximately420 pence under the More Cash Option in respect of each Worldpay Share so elected. Elections under theMix and Match Facility could be scaled back pro rata, with any unsuccessful elections for the More CashOption or More Shares Option being treated as an election to receive the Standard Consideration of55 pence and 0.0672 New Vantiv Shares.
Satisfaction of Mix and Match Elections will be subject to the Mix and Match Elections made by other WorldpayShareholders.
Mix and Match Elections may only be made in respect of whole numbers of Worldpay Shares. Irrespective of thenumber of Worldpay Shareholders who elect for the More Cash Option or the More Shares Option under the Mixand Match Facility, the total Cash Consideration to be paid and the total number of New Vantiv Shares to beissued pursuant to the Merger will not be varied.
Accordingly, Vantiv’s ability to satisfy all Mix and Match Elections for Cash Consideration or New VantivShares made by Worldpay Shareholders in respect of such option will depend on other Worldpay Shareholdersmaking equal and opposite Mix and Match Elections. To the extent that elections for the More Cash Option orthe More Shares Option cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result ofthis, Worldpay Shareholders who make a Mix and Match Election will not know the exact number of NewVantiv Shares or the amount of cash they will receive until settlement of the consideration under the Merger.
The Mix and Match Facility is conditional upon the Scheme becoming Effective.
The Mix and Match Facility will not affect the entitlement of any Worldpay Shareholder who does not make anelection under the Mix and Match Facility. Any such Worldpay Shareholder (who is not a RestrictedShareholder) will receive the Standard Consideration, being 55 pence in cash and 0.0672 New Vantiv Shares foreach Worldpay Share held.
When the Scheme becomes Effective, an announcement will be made concerning the extent to which Mix andMatch Elections have been satisfied.
The Mix and Match Facility has not been extended to those Worldpay Shareholders resident, located or with aregistered address in an Election Restricted Jurisdiction and no Form of Election will be sent to them.
Details on how and when Worldpay Shareholders can make a Mix and Match Election are set out in Part Five ofthis document.
6. Further information in respect of the Scheme
The Scheme
It is proposed that, under the Scheme, the Scheme Shares will be transferred to Vantiv and Bidco (a subsidiary ofVantiv) (or their nominee(s)) so that the entire issued ordinary share capital of Worldpay is held by Vantiv andBidco (or their nominee(s)). Holders of Scheme Shares whose names appear on the register of Worldpay at theScheme Record Time, which is currently expected to be 6.00 p.m. on 12 January 2018, will receive theconsideration for each Scheme Share held by them.
8 The full amount of a New Vantiv Share for every 55 pence in cash under the More Shares Option is 0.0101286602209945 of a NewVantiv Share.
9 The full amount of cash for every 0.0672 New Vantiv Share under the More Cash Option is 364.905122628066 pence.
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Amendments to Worldpay’s articles of association
Currently, Worldpay Shares issued after the Scheme Record Time will not be subject to the Scheme.Accordingly, it is proposed, as part of the special resolution to be proposed at the General Meeting relating to theScheme, to amend Worldpay’s articles of association to ensure that any Worldpay Shares issued under theWorldpay Share Schemes or otherwise between the Voting Record Time and the Scheme Record Time will besubject to the Scheme. It is also proposed to amend Worldpay’s articles of association so that any WorldpayShares issued to any person other than Vantiv or Bidco or their nominee(s) after the Scheme Record Time will beautomatically acquired by Vantiv and/or Bidco on the same terms as under the Scheme (provided that theconsideration payable to such person shall be the same as the Standard Consideration and shall exclude any rightto vary the proportion of cash and Vantiv Shares). This will avoid any person (other than Vantiv or Bidco or theirnominee(s)) being left with Worldpay Shares after dealings in such shares have ceased on the London StockExchange (which will occur at the close of business on 12 January 2018. Part (B) of the special resolution set outin the Notice of General Meeting on pages 149 to 152 of this document seeks the approval of WorldpayShareholders for such amendment.
Merger-related arrangements
Confidentiality Agreement
On 5 January 2016 Vantiv and Worldpay entered into the Confidentiality Agreement, pursuant to which each ofVantiv and Worldpay has undertaken to keep certain information relating to the Merger and to the other partyconfidential and not to disclose such information to third parties, except to certain permitted disclosees for thepurposes of evaluating the Merger or if required by applicable laws or regulations. The confidentialityobligations of each party under the Confidentiality Agreement continue for two years after the date of theConfidentiality Agreement. The agreement also contains provisions pursuant to which each party has agreed notto solicit certain employees, suppliers and customers of the other party, subject to customary carve-outs, for aperiod of 18 months.
Co-operation Agreement
Vantiv, Bidco and Worldpay entered into the Co-operation Agreement on 9 August 2017, pursuant to which,among other things, Vantiv, Bidco and Worldpay agreed to provide such information and assistance as the otherparty may reasonably require for the purposes of obtaining all regulatory clearances and authorisations, makingany submission, filings or notifications to any regulatory authority and for the preparation of this document, theVantiv Proxy Statement and the Vantiv Prospectus. On 10 August 2017 Vantiv, Bidco and Worldpay amendedand restated the Co-operation Agreement to remove certain intention statements by Worldpay with respect tofuture equity awards and share bonuses, as was requested by the Panel to align with guidelines issued by thePanel.
The Co-operation Agreement will terminate: (i) if agreed in writing between Vantiv and Worldpay, (ii) upon theservice of written notice by Vantiv or Worldpay if: (a) the Worldpay Directors withdraw their recommendationof the Merger or if this document does not include the Worldpay Recommendation, or if the Merger is to beimplemented by way of a Takeover Offer and the offer document does not include such recommendation,(b) Worldpay makes an announcement before the publication of this document that it will not convene the CourtMeeting or the General Meeting or that it intends not to post this document (otherwise than as a result of theMerger being implemented by way of a Takeover Offer), (c) the Effective Date has not occurred on or prior tothe Long Stop Date, (iii) if a competing transaction completes, becomes effective or unconditional in all respects,(iv) upon service of written notice by Vantiv if a competing transaction is announced and such competingtransaction is recommended by the Worldpay Directors, (v) upon service of written notice by Worldpay to Vantivif the Vantiv Proxy Statement does not include the Vantiv Recommendation or a Vantiv AdverseRecommendation Announcement is made, or (vi) if any Condition has been invoked, with the consent of thePanel, and the Scheme has been withdrawn, or if the Merger is to be implemented by way of a Takeover Offer,the Takeover Offer lapses.
Vantiv has agreed to use all reasonable endeavours to secure satisfaction of all regulatory clearances andauthorisations as soon as reasonably practicable following the date of the Announcement.
The Co-operation Agreement records Vantiv’s, Bidco’s and Worldpay’s intention to implement the Merger byway of a Scheme, subject to the ability of Vantiv and/or Bidco to implement the Merger by way of a TakeoverOffer in the circumstances described in the Co-operation Agreement and summarised in this document.
The Co-operation Agreement contains provisions in relation to the treatment of awards under the WorldpayShare Schemes.
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Fifth Third Transaction Agreement
Vantiv entered into a transaction agreement with Fifth Third on 7 August 2017, pursuant to which Fifth Thirdexercised its right to exchange 19,790,000 Class B units in Vantiv Holding for 19,790,000 Vantiv Shares (uponwhich 19,790,000 Class B shares in Vantiv were automatically cancelled) and immediately thereafter, Vantivpurchased those newly issued Vantiv Shares directly from Fifth Third at a price of US$64.04 per share (theclosing share price of Vantiv Shares on the New York Stock Exchange on 4 August 2017) (the Fifth ThirdTransaction). The repurchased Vantiv Shares were then cancelled following the completion of the Fifth ThirdTransaction. The Fifth Third Transaction completed on 9 August 2017. As a result of the Fifth Third Transaction,Fifth Third beneficially owns approximately 8.6 per cent. of the total equity interests in Vantiv and VantivHolding. If the Merger completes, Fifth Third will beneficially own no more than 4.9 per cent. of the total equityinterests in Vantiv and Vantiv Holding following such completion.
In order to finance the Fifth Third Transaction, Vantiv, LLC entered into an incremental amendment to itsexisting loan agreement as it relates to the term B loan facilities resulting in the incurrence of US$1.270 billion ofadditional seven-year term B loans. Further, Vantiv expects to record a liability of approximately US$647.5million during the quarter ended 30 September 2017 under the tax receivable agreements that Vantiv entered intowith Fifth Third at the time of Vantiv’s initial public offering. This approximate liability is based on the closingprice of Vantiv Shares on 4 August 2017 and will not have an impact on Vantiv’s statement of income.
Additionally, Lars Anderson resigned from the Vantiv Board at the time of the Fifth Third Transaction as FifthThird consequently no longer held the requisite voting equity interest to permit it to appoint a director to theBoard of Vantiv.
Vantiv Loan Facility Agreements
Vantiv, LLC has entered into amendments to its existing credit facilities, pursuant to which each of MorganStanley Senior Funding, Inc. and the other commitment parties party thereto have, among other things, andsubject to the conditions set forth therein, severally and not jointly provided additional term loan commitments ofUS$1.605 billion of additional five-year term A loans, and approximately US$2.4 billion of additional term Bloans in incremental term loan facilities to Vantiv, LLC in connection with the financing of the CashConsideration payable to Worldpay Shareholders under the terms of the Merger, to finance the Fifth ThirdTransaction and to refinance certain existing indebtedness of Worldpay. Such term commitments are subject tolimited “certain funds” conditions precedent which are usual and customary for financings of this type.Additionally, Vantiv, LLC entered into that certain bridge commitment letter, dated 9 August 2017 and thatcertain bridge fee letter, dated 9 August 2017 with the lenders or agents party thereto, under which certainlenders have committed to make available to Vantiv, LLC a new unsecured bridge loan facility in an amount upto US$1.130 billion subject to the conditions set forth therein less the amount of cash proceeds received from theissuance of senior unsecured debt securities on or prior to the closing of the Merger. A summary of the VantivAmended Loan Facility Agreement, the bridge commitments and other agreements in connection with Vantiv’sfinancing of the Merger is set out at paragraph 11 of Part Eleven of this document.
7. Worldpay Meetings
The Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting andWorldpay Shareholders at the separate General Meeting, both of which will be held on 8 January 2018 atAllen & Overy LLP, One Bishops Square, London E1 6AD. The Court Meeting is being held at the direction ofthe Court to seek the approval of Scheme Shareholders for the Scheme. The General Meeting is being convenedto seek the approval of Worldpay Shareholders to enable the Worldpay Directors to implement the Scheme andto amend the articles of association of Worldpay as described in paragraph 6 above. The Scheme is set out in fullat Part Six of this document.
Notices of both the Court Meeting and the General Meeting are set out at the end of this document. Entitlementto attend and vote at these meetings and the number of votes which may be cast thereat will be determined byreference to the register of members of Worldpay at the Voting Record Time.
If the Scheme becomes Effective, it will be binding on all Worldpay Shareholders, irrespective of whetheror not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether ornot they voted in favour of the resolutions at such Meetings).
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Any Worldpay Shares which Vantiv or any other member of the Vantiv Group (or their respective nominees)may acquire before the Court Meeting are not Scheme Shares and therefore none of Vantiv or any other memberof the Vantiv Group (or their respective nominees) is entitled to vote at the Court Meeting in respect of theWorldpay Shares held or acquired by it and will not exercise the voting rights attaching to such Worldpay Sharesat the General Meeting. Each of Vantiv and Bidco will undertake to be bound by the Scheme.
Court Meeting
The Court Meeting has been convened for 4.00 p.m. on 8 January 2018 to enable the Worldpay Shareholderswho are registered as members of Worldpay at the Voting Record Time to consider and, if thought fit, approvethe Scheme. At the Court Meeting (or any adjournment of the Court Meeting), voting will be by poll and eachmember present in person or by proxy will be entitled to one vote for each Scheme Share held at the VotingRecord Time. The approval required at the Court Meeting is a simple majority in number of SchemeShareholders present and voting (and entitled to vote) in person or by proxy, representing 75 per cent. in value ofthe Scheme Shares held by those Scheme Shareholders present and voting in person or by proxy.
At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Courtmay be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Youare therefore strongly urged to complete, sign and return your blue Form of Proxy or appoint a proxyelectronically as soon as possible.
You will find the notice of the Court Meeting in Part Thirteen of this document.
General Meeting
In addition, the General Meeting has been convened for the same date (to be held immediately after the CourtMeeting) to consider and, if thought fit, pass a special resolution to approve:
(A) the authorisation of the Worldpay Directors to take all such actions as they may consider necessary orappropriate to give effect to the Scheme; and
(B) the amendment of the articles of association of Worldpay in the manner described in paragraph 6 of this PartTwo above.
The special resolution will require votes in favour representing at least 75 per cent. of the votes cast at theGeneral Meeting in person (including by corporate representative) or by proxy. The vote of the WorldpayShareholders at the General Meeting will be held by way of a poll. Each holder of Worldpay Shares who isentered on the register of members of Worldpay at the Voting Record Time and is present in person or by proxywill be entitled to one vote for each Worldpay Share so held.
You will find the notice of the General Meeting in Part Fourteen of this document.
Sanction of the Scheme
Following the Meetings, the Scheme must be sanctioned by the Court. Worldpay will give adequate notice of thedate and time of the Court Hearing, once known, by issuing an announcement through a Regulatory InformationService. The Court Hearing is to be held on a date to be agreed between Worldpay, Vantiv and the Court.
The Scheme will become Effective on delivery of a copy of the Court Order to the Registrar of Companies.
If the Scheme becomes Effective, it will be binding on all Worldpay shareholders irrespective of whether or notthey attended the Meetings or voted in favour of the Scheme at the Court Meeting or in favour of the Resolutionsat the General Meeting.
Whether or not you vote in favour of the Scheme at the Court Meeting or the General Meeting, if the Schemebecomes Effective, your shares will be cancelled and, unless you are a Restricted Shareholder, or you have madea successful election under the Mix and Match Facility in respect of your Scheme Shares, you will receive theStandard Consideration (55 pence in cash and 0.0672 New Vantiv Shares) for each Scheme Share that you holdimmediately prior to the Scheme Record Time (save that fractions of New Vantiv Shares to which SchemeShareholders would otherwise have been entitled will be aggregated, allotted and issued and sold in the marketafter the Effective Date and the net proceeds (after dealing and foreign exchange costs) of such sale will be paidin cash in pounds sterling to such Scheme Shareholders entitled thereto in accordance with what would otherwisehave been their respective fractional entitlements).
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The Scheme contains a provision for Vantiv, Bidco and Worldpay to consent jointly on behalf of all personsconcerned, to any modification of, or addition to, the Scheme or to any condition approved or imposed by theCourt. The Court would be unlikely to approve any modification of, or addition to, or impose a condition on, theScheme which might be material to the interests of Worldpay Shareholders unless Worldpay Shareholders wereinformed of such modification, addition or condition and given the opportunity to vote on that basis. It would bea matter for the Court to decide, in its discretion, whether or not a further meeting of Worldpay Shareholdersshould be held in these circumstances.
In accordance with the Code, modifications or revisions to the Scheme may only be made: (i) more than 14 daysprior to the date of the Meetings (or any later day to which such Meetings are adjourned); or (ii) at a later date,with the consent of the Panel. A switch to a Takeover Offer is not a modification or revision for the purposes ofthis paragraph.
8. Vantiv Shareholder approval
Vantiv is required to seek the approval of Vantiv Shareholders for the issuance of the New Vantiv Shares.
On 27 November 2017, Vantiv posted the Vantiv Proxy Statement to Vantiv Shareholders which included anotice convening the Vantiv Shareholders’ Meeting. The Merger is conditional on, among other things, theVantiv Shareholder Resolution being passed by the requisite majority of Vantiv Shareholders at the VantivShareholders’ Meeting.
Vantiv is producing a prospectus in connection with the issue of New Vantiv Shares and the Secondary Listing.The Vantiv Prospectus has been published on the date of this document and can be found on Vantiv’s website atwww.vantiv.com and on Worldpay’s website at www.investors.worldpay.com. The Vantiv Prospectus containsfurther information on Vantiv and the New Vantiv Shares to be issued in connection with the Merger.
9. The Worldpay Directors and the effect of the Scheme on their interests
The names of the Worldpay Directors and details of their interests in the ordinary share capital of Worldpay areset out in Part Eleven of this document.
In common with the other participants in the Worldpay Share Schemes, the Worldpay Directors will be able toexercise their options and receive shares under awards, to the extent such options and awards vest and, ifapplicable, are exercisable.
The Worldpay Directors and certain of their connected persons have given irrevocable undertakings to vote orprocure votes in favour of the Scheme at the Court Meeting and the resolutions to be passed at the GeneralMeeting (or in the event that the Merger is implemented by way of a Takeover Offer, to accept or procureacceptance of the Takeover Offer), in respect of 21,067,369 Worldpay Shares, in aggregate, representingapproximately 1.05 per cent. of the issued ordinary share capital of Worldpay.
Save as set out above, the effect of the Scheme on the interests of Worldpay Directors does not differ from itseffect on the like interests of any other Scheme Shareholder.
10. De-listing of Worldpay Shares, Listing of Vantiv Shares and settlement of consideration
De-listing
Before the Scheme becomes Effective, Worldpay will make an application for the cancellation of the listing ofWorldpay Shares on the premium listing segment of the Official List and for the cancellation of trading of theWorldpay Shares on the London Stock Exchange’s Main Market for listed securities, in each case to take effectfrom or shortly after the Effective Date. The last day of dealings in Worldpay Shares on the Main Market of theLondon Stock Exchange is expected to be 12 January 2018. No transfers of Worldpay Shares will be registeredafter that date other than to Vantiv or Bidco (or as Vantiv and/or Bidco may otherwise direct) pursuant toWorldpay’s articles of association, as proposed to be amended by special resolution at the General Meeting.
On the Effective Date, share certificates in respect of Scheme Shares will cease to be valid. Such sharecertificates should be destroyed or, at the request of Worldpay, delivered up to Worldpay, or to any personappointed by Worldpay to receive the same. In addition, as from the Scheme Record Time, each holding ofWorldpay Shares credited to any stock account in CREST will be disabled and all Worldpay Shares will beremoved from CREST in due course.
Listing of Vantiv Shares
An application will be made by or on behalf of Vantiv to the New York Stock Exchange for the New VantivShares to be admitted to trading on the New York Stock Exchange. It is expected that, subject to the Scheme
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becoming Effective, admission of the New Vantiv Shares to trading on the New York Stock Exchange willbecome effective, and that dealings for normal settlement will commence, on or around 8.00 a.m. (New Yorktime) on the Effective Date.
An application will also be made by or on behalf of Vantiv to the FCA for the Vantiv Shares (including the NewVantiv Shares) to be admitted to the standard listing segment of the Official List and to the London StockExchange for the Vantiv Shares (including the New Vantiv Shares) to be admitted to trading on its Main Market.It is expected that admission will become effective and that dealings in Vantiv Shares (including the New VantivShares) will commence on the London Stock Exchange by 2.30 p.m. on 16 January 2018.
Settlement
Subject to the Scheme becoming Effective (and except as provided in Part Eight of this document in relation tocertain overseas Worldpay Shareholders), settlement of the consideration to which any Worldpay Shareholder isentitled under the Scheme will be effected in the following manner:
(A) Cash Consideration
(i) Worldpay Shares in uncertificated form (that is, in CREST)
Where, at the Scheme Record Time, a Scheme Shareholder holds Worldpay Shares in uncertificatedform, the Cash Consideration to which such Scheme Shareholder is entitled (including any netproceeds of the sale of any fractional entitlements to New Vantiv Shares) will be transferred to suchperson through CREST by Bidco procuring, via Computershare, the creation of an assured paymentobligation in favour of the appropriate CREST account through which the Scheme Shareholder holdssuch uncertificated Worldpay Shares in respect of the Cash Consideration due to him within 14 days ofthe Effective Date.
As from the Scheme Record Time, each holding of Worldpay Shares credited to any stock account inCREST will be disabled and all Worldpay Shares will be removed from CREST in due course.
Vantiv and Bidco reserve the right to pay all, or any part of, the Cash Consideration referred to aboveto all or any Scheme Shareholder(s) who hold Worldpay Shares in uncertificated form in the mannerreferred to in sub-paragraph (ii) below if, for any reason, they wish to do so.
(ii) Worldpay Shares in certificated form
Where, at the Scheme Record Time, a Scheme Shareholder holds Worldpay Shares in certificated form,settlement of the Cash Consideration (including any net proceeds of the sale of any fractionalentitlements to New Vantiv Shares) due under the Scheme in respect of the Scheme Shares will bedespatched:
(a) by first class post, by cheque drawn on a branch of a UK clearing bank; or
(b) by such other method as may be approved by the Panel.
All such cash payments will be made in pounds sterling. Payments made by cheque will be payable tothe Scheme Shareholder concerned or, in the case of joint holders, to all joint holders on the register ofmembers of Worldpay. Cheques will be despatched not later than the fourteenth day following theEffective Date to the person entitled thereto at the address as appearing in the register of members ofWorldpay at the Scheme Record Time. None of Worldpay, Vantiv, Bidco, any of their nominee(s) orany of their respective agents shall be responsible for any loss or delay in the transmission of chequessent in this way, and such cheques shall be sent entirely at the risk of the person entitled thereto.
(B) New Vantiv Shares
(i) Worldpay Shares in uncertificated form (that is, in CREST)
Issue of Vantiv DIs representing entitlement to New Vantiv Shares
Unlike Worldpay Shares, Vantiv Shares are not capable of being held, transferred or settled directlythrough the CREST settlement system. For this reason, Scheme Shareholders who hold their WorldpayShares in uncertificated form in CREST will not be issued with New Vantiv Shares directly but will beissued with Vantiv DIs. The Vantiv DIs reflect the economic rights attached to the New Vantiv Shares.However, while the holders of Vantiv DIs will have an interest in the underlying New Vantiv Shares,they will not be the registered holders of the New Vantiv Shares.
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New Vantiv Shares to which Scheme Shareholders will be entitled under the Scheme will be delivered,held and settled in CREST under the terms of the Vantiv DI deed poll created and issued byComputershare on Vantiv’s instructions. This service operates through Computershare, as the DIDepositary, holding the book entry interest in New Vantiv Shares through its custodian, CTCNA,which is a DTC participant. The Vantiv DIs may be held, transferred and settled exclusively throughCREST. The terms on which the Vantiv DIs are issued and held in CREST are set out in the Vantiv DIdeed poll.
On settlement, Vantiv will instruct its Transfer Agent to effect the credit of the New Vantiv Sharesthrough DTC to the securities deposit account of CTCNA, as custodian for Computershare.Computershare will then issue the Vantiv DIs through CREST to the deposit accounts in CREST inwhich each relevant Scheme Shareholder previously held Scheme Shares.
Notwithstanding the above, Vantiv reserves the right to settle all or part of such consideration inaccordance with paragraph (ii) below if, for reasons outside Vantiv’s reasonable control, it is not ableto effect settlement in accordance with this paragraph.
Rights attaching to Vantiv DIs
The registered holder of the New Vantiv Shares represented by Vantiv DIs will be Cede & Co., asnominee of DTC. The custodian of those New Vantiv Shares, represented by book-entry interests in theDTC system, will be CTCNA, who will hold them through the DTC system for Computershare.Computershare will hold those New Vantiv Shares on trust (as bare trustee under English law) for theholders of Scheme Shares in uncertificated form to whom it will issue Vantiv DIs.
Under Vantiv’s arrangements with Computershare, unless otherwise determined by Vantiv,Computershare will make a copy of the register of the names and addresses of Vantiv DI holdersavailable to Vantiv. Under the agreement between Vantiv and Computershare, Computershare will(a) send out notices of shareholder meetings and forms of instruction to the Vantiv DI holders; and(b) produce a definitive list of Vantiv DI holders as at the record date for such shareholder meetings. Inaddition, Computershare and CTCNA have omnibus proxy arrangements pursuant to which CTCNA(the custodian of New Vantiv Shares, represented by book-entry interests in the DTC system,underlying the Vantiv DIs) will be able to grant each Vantiv DI holder the right to vote in respect ofsuch holder’s underlying New Vantiv Shares.
As a result, the holders of Vantiv DIs will be able to:
(a) receive notices of general shareholder meetings of Vantiv;
(b) give directions as to voting at general shareholder meetings of Vantiv; and
(c) have made available to them and be sent, at their request, copies of the annual report and accountsof Vantiv and all other documents issued by Vantiv to Vantiv Shareholders generally.
Holders of Vantiv DIs will otherwise be treated in the same manner as if they were registered holdersof New Vantiv Shares underlying their Vantiv DIs, in each case in accordance with applicable law and,so far as is possible, in accordance with CREST arrangements and the Vantiv DI deed poll.
Vantiv has entered into arrangements with Computershare and the Transfer Agent pursuant to whichComputershare will be instructed to credit the appropriate stock account in CREST of the relevantScheme Shareholder with such relevant Scheme Shareholder’s entitlement to Vantiv DIs as soon aspracticable after the Effective Date and in any event within 14 days thereof. Holders of Vantiv DIsthrough CREST will be able to cancel their Vantiv DIs by submitting a cross-border deliveryinstruction in respect of the underlying New Vantiv Shares through CREST to Computershare, whichincludes the account information of their nominated DTC participant to which the New Vantiv Sharesshould be delivered, in accordance with the rules and practices of Computershare, CREST and DTC.
With effect from close of trading on the last day of dealings in Worldpay Shares prior to the SchemeRecord Time, each holding of Scheme Shares credited to any stock account in CREST will be disabledand all Scheme Shares and transaction records will subsequently be removed from CREST.
(ii) Worldpay Shares in certificated form
The New Vantiv Shares to which Scheme Shareholders who hold Worldpay Shares in certificated formbecome entitled will be allotted and issued to them directly through DTC’s Direct Registration System(DRS) by the Transfer Agent on Vantiv’s instructions and the name of each such Scheme Shareholder
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will be entered as the registered owner of the relevant number of New Vantiv Shares. DRS is a methodof recording entitlement to Vantiv Shares in book-entry form which enables the Transfer Agent (theequivalent of a registrar in the UK) to maintain those shares electronically in Vantiv’s records onbehalf of the relevant Scheme Shareholder without the need for a physical share certificate to be issued.The DRS method of share recording is commonly used in the US. Shares held in DRS have all thetraditional rights and privileges of shares held in certificated form. Scheme Shareholders who receivetheir New Vantiv Shares through DRS will be sent a book-entry account statement of ownershipevidencing such Scheme Shareholder’s ownership of New Vantiv Shares by the Transfer Agent shortlyafter and in any event within 14 days of the Effective Date. Along with the statement of ownership,such Scheme Shareholders will also be sent a booklet containing further information about DRS,including further details on how the New Vantiv Shares can be held, transferred or otherwise tradedthrough DRS. Proxy materials, annual reports and other shareholder communications will be mailedfrom Vantiv and/or its voting agent directly to the Scheme Shareholders who hold their New VantivShares through DRS. Persons holding New Vantiv Shares through DRS who wish to dispose of any oftheir New Vantiv Shares may do so by contacting the Transfer Agent or any broker or custodian that isa DTC participant. The dealing services provided by and fees chargeable by different brokers maychange from time to time and will vary between each broker and custodian. Any dividends paid on theNew Vantiv Shares held through DRS will be paid to holders of New Vantiv Shares by cheque,provided that a holder of New Vantiv Shares may, if such holder so wishes and subject to certainlimitations, contact the Transfer Agent requesting that payment in respect of dividends or otherdistributions (if any) on such New Vantiv Shares be made directly to such holder’s bank account(assuming, in each case, that such person remains a holder of New Vantiv Shares as of any relevantdividend record date). Further information will be set out in the booklet that will be sent together withthe statement of ownership. Scheme Shareholders who receive New Vantiv Shares through DRS, butsubsequently wish to hold the New Vantiv Shares through a DTC participant, may instruct their DTCbroker to transfer their New Vantiv Shares into such DTC participant’s account. Details of the mannerin which such instructions may be given are available from the Transfer Agent upon request bycontacting the Transfer Agent.
(C) General
All documents and remittances sent to, from, by or on behalf of Worldpay Shareholders will be sent entirely attheir own risk.
On the Effective Date each certificate representing a holding of Scheme Shares will cease to be a valid documentof title and should be destroyed or, at the request of Worldpay, delivered up to Worldpay, or to any personappointed by Worldpay to receive the same. At the Scheme Record Time entitlements to Scheme Shares heldwithin CREST will be disabled and all Scheme Shares will be removed from CREST in due course.
Except with the consent of the Panel and subject to the provisions of sub-paragraph (D) below, settlement of theconsideration to which any Worldpay Shareholder is entitled under the Scheme will be implemented in full inaccordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous rightto which Vantiv and/or Bidco might otherwise be, or claim to be, entitled against such Worldpay Shareholder.
(D) Dividends
Vantiv and Bidco reserve the right to reduce the consideration payable in respect of each Worldpay Share underthe terms of the Merger to the extent that the Dividends exceed 5 pence per Worldpay Share in aggregate. If anyother dividend or distribution in respect of the Worldpay Shares is announced, declared, paid or made on or afterthe date of the Announcement, Vantiv and Bidco reserve the right to reduce the consideration payable in respectof each Worldpay Share by the amount of all or part of any such dividend or other distribution. If Vantiv orBidco exercises this right or makes such a reduction in respect of a dividend or other distribution that has notbeen paid, Worldpay Shareholders will be entitled to receive and retain that dividend or other distribution.
11. United Kingdom taxation
The comments set out below summarise certain limited aspects of the UK taxation treatment of WorldpayShareholders under the Scheme and in respect of any dividend authorised, declared, made or paid in respect ofthe Worldpay Shares before the Effective Date (for the purposes of this paragraph 11, a Permitted Dividend)
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and do not purport to be a complete analysis of all tax considerations relating to the Scheme. They are based oncurrent UK legislation as applied in England and Wales and what is understood to be current HM Revenue andCustoms (HMRC) practice, both of which are subject to change, possibly with retrospective effect.
The comments are intended as a general guide and do not deal with certain categories of Worldpay Shareholdersuch as charities, dealers in securities, persons who have or could be treated for tax purposes as having acquiredtheir Worldpay Shares by reason of employment (including pursuant to the Worldpay Share Schemes) or asholding their Worldpay Shares as carried interest, collective investment schemes, persons subject to UK tax onthe remittance basis and insurance companies.
References below to UK Holders are to Worldpay Shareholders who (a) are resident for tax purposes in theUnited Kingdom at all relevant times and, in the case of individuals, to whom “split year” treatment does notapply, and who are domiciled for tax purposes only in the UK; (b) hold their Worldpay Shares as an investment(other than under a personal equity plan or individual savings account); and (c) are the absolute beneficial ownersof their Worldpay Shares.
References below to Non-UK Holders are to Worldpay Shareholders who are not resident for tax purposes in theUnited Kingdom, have not within the past five years been resident or ordinarily resident for tax purposes in theUnited Kingdom and are not carrying on a trade (or profession or vocation) in the United Kingdom.
The comments below relate to UK Holders only, except: (i) insofar as express reference is made to the treatmentof Non-UK Holders; (ii) in relation to withholding on the Permitted Dividends (if any); and (iii) in relation tostamp duty or stamp duty reserve tax.
IF YOU ARE IN ANY DOUBT ABOUT YOUR TAX POSITION, AND IN PARTICULAR IF YOU ARESUBJECT TO TAXATION IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM, YOUSHOULD CONSULT AN APPROPRIATELY QUALIFIED INDEPENDENT PROFESSIONALADVISOR IMMEDIATELY.
United Kingdom taxation of chargeable gains
Under the Scheme, UK Holders will be entitled to receive 55 pence in cash and 0.0672 New Vantiv Shares foreach Worldpay Share (subject to any elections made under the Mix and Match Facility). A UK Holder’s liabilityto UK tax on chargeable gains will depend on the individual circumstances of that UK Holder and on the form ofconsideration received.
(i) UK Holders receiving cash under the Scheme
To the extent that a UK Holder transfers Worldpay Shares under the Scheme in return for cash it should betreated as a disposal of the UK Holder’s Worldpay Shares for the purposes of UK capital gains tax (CGT) or UKcorporation tax on chargeable gains (as applicable) and therefore may, depending on the UK Holder’s particularcircumstances (including the UK Holder’s base cost in his, her or its holding of Worldpay Shares and theavailability of exemptions, reliefs and/or allowable losses), give rise to a liability to UK tax on chargeable gainsor, alternatively, an allowable capital loss.
Subject to any available exemptions, reliefs or allowances, gains arising on a disposal of Worldpay Shares underthe Scheme by an individual UK Holder will be subject to CGT at the rate of 10 per cent. except to the extent thatthe gain, when it is added to the individual UK Holder’s other taxable income and gains in the relevant tax year,exceeds the upper limit of the income tax basic rate band (£33,500 for the 2017/18 tax year), in which case it willbe taxed at the rate of 20 per cent. The CGT annual exempt amount (£11,300 for the 2017/18 tax year) may beavailable to individual UK Holders to offset against chargeable gains realised on the disposal of their WorldpayShares.
Subject to any available exemptions, reliefs or allowances, gains arising on a disposal of Worldpay Shares by aUK Holder within the charge to UK corporation tax will be subject to UK corporation tax on chargeable gains inrespect of the disposal (the current rate of which is 19 per cent. for the 2017/18 tax year). For such UK Holders,indexation allowance may be available to reduce any chargeable gain arising (but not to create or increase anyallowable loss) on the disposal of their Worldpay Shares. The UK Government announced in the Autumn Budgetof November 2017 its intention to freeze indexation allowance from 1 January 2018 and accordingly, if the UKGovernment’s proposal is implemented, any indexation allowance would be limited to periods prior to 1 January2018. UK Holders should note that this proposal has not been enacted and may therefore be subject to change.
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(ii) UK Holders receiving New Vantiv Shares including where represented by Vantiv DIs under the Scheme
To the extent that a UK Holder transfers Worldpay Shares under the Scheme in return for New Vantiv Sharesincluding where represented by Vantiv DIs and does not hold (either alone or together with persons connectedwith him or her (or it)) more than 5 per cent. of, or of any class of, shares in or debentures of Worldpay, that UKHolder will not be treated as having made a disposal of Worldpay Shares. Instead, the New Vantiv Sharesincluding where represented by Vantiv DIs should be treated as the same asset as those Worldpay Shares, and asacquired at the same time and for the same consideration as those shares.
UK Holders who, alone or together with connected persons, hold more than 5 per cent. of, or of any class of,shares in or debentures of Worldpay may be eligible for the treatment described in the preceding paragraph onlyif the transaction is effected for bona fide commercial reasons and not for tax avoidance purposes. Such UKHolders are advised that no clearance has been or will be sought under section 138 of the Taxation of ChargeableGains Act 1992 to ascertain that HMRC will not seek to assert that the treatment described in the precedingparagraph does not apply.
(iii) UK Holders receiving cash and New Vantiv Shares including where represented by Vantiv DIs under theScheme
A UK Holder who receives cash as well as New Vantiv Shares including where represented by Vantiv DIs underthe Scheme will be treated as making a part disposal of Worldpay Shares to the extent of the cash received underthe Scheme as set out in paragraph (i) above. Any chargeable gain on the part disposal of a holding of WorldpayShares should be computed on the basis of an apportionment of the allowable cost of the total holding ofWorldpay Shares between the cash and New Vantiv Shares by reference to the respective value of the cash andthe market value of the New Vantiv Shares received on the date the Scheme becomes effective together with, inthe case of shareholders within the charge to UK corporation tax, any indexation allowance available (which isexpected to be limited to periods prior to 1 January 2018 following the UK Government’s announcement in theAutumn Budget of November 2017. UK Holders should note that this proposal has not been enacted and maytherefore be subject to change).
(iv) Non-UK Holders
Non-UK Holders should not be subject to United Kingdom taxation of chargeable gains in respect of the Scheme(though they may be subject to foreign taxation, depending on their personal circumstances).
Taxation of Permitted Dividends
(i) Individual UK Holders
Individual UK Holders will not (for the 2017/18 tax year) be liable to UK income tax on the first £5,000 ofdividend income received by that UK Holder in a tax year (the Nil Rate Amount). For these purposes “dividendincome” includes UK and non-UK source dividends and certain other distributions in respect of shares (includinga Permitted Dividend). The rates of tax on dividend income received by such an individual UK Holder in excessof the Nil Rate Amount are (for the 2017/18 tax year):
(a) 7.5 per cent, to the extent that such individual UK Holder is within the basic rate tax band;
(b) 32.5 per cent. to the extent that such individual UK Holder is within the higher rate tax band; and
(c) 38.1 per cent. to the extent that such individual UK Holder is within the additional rate tax band.
Dividend income that is within the Nil Rate Amount counts towards an individual’s basic or higher rate limits,and will therefore potentially affect the level of savings allowance to which they are entitled, and the rate of taxthat is due on any dividend income in excess of the Nil Rate Amount. In calculating into which tax band anydividend income over the Nil Rate Amount falls, savings and dividend income are treated as the highest part ofan individual’s income. Where an individual has both savings and dividend income, the dividend income istreated as the top slice.
The Nil Rate Amount will be reduced from £5,000 to £2,000 from 6 April 2018.
(ii) Corporate UK Holders
UK Holders within the charge to UK corporation tax which are “small companies” (for the purposes of UKtaxation of dividends), will not generally be subject to UK corporation tax on a Permitted Dividend, providedcertain conditions are met.
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For other UK Holders within the charge to UK corporation tax, a Permitted Dividend should generally fall withinone or more of the classes of dividend qualifying for exemption from UK corporation tax. However, theexemptions are not comprehensive and are subject to anti-avoidance rules. Each UK Holder’s position willdepend on its own individual circumstances and appropriate professional advice should be sought wherenecessary.
(iii) Non-UK Holders
Non-UK Holders should not be subject to United Kingdom taxation in respect of a Permitted Dividend.
(iv) Withholding
No UK tax is required to be withheld from payments of the Permitted Dividends (if any).
UK stamp duty and stamp duty reserve tax (SDRT)
No UK stamp duty or SDRT should be payable by Worldpay Shareholders on the transfer of their WorldpayShares under the Scheme.
12. United States taxation
The following discussion is a summary of certain material US federal income tax considerations for US SchemeShareholders (as defined below) that receive cash and/or New Vantiv Shares for their Scheme Shares. Thissummary is not a comprehensive description of all tax considerations that may be relevant to any particularholder. It addresses only US Scheme Shareholders that hold Scheme Shares as capital assets and use theUS Dollar as their functional currency. It does not address the tax treatment of US Scheme Shareholders subjectto special rules, such as banks, dealers, traders in securities that mark-to-market, insurance companies,tax-exempt entities, regulated investment companies, real estate investment trusts, individual retirement accountsand other tax-deferred accounts, persons that at any time have held ten per cent. (10 per cent.) or more of thevoting stock of Worldpay (directly, indirectly or constructively), US expatriates, persons holding Scheme Sharesas part of a hedging, straddle, conversion, integrated, constructive sale or constructive ownership transaction,persons whose Scheme Shares were received in connection with the performance of services, partnerships (orother entities or arrangements treated as partnerships for US federal income tax purposes) and partners in suchpartnerships or persons liable for the alternative minimum tax. This summary does not address US state andlocal, and non-US or other tax considerations or the Medicare tax on net investment income.
For the purposes of this summary, you are a “US Scheme Shareholder” if you are: (1) an individual citizen ofthe United States or a resident alien of the United States as determined for US federal income tax purposes; (2) acorporation (or other entity treated as a corporation for US federal income tax purposes) created or organisedunder the laws of the United States or any state of the United States or the District of Columbia; (3) an estate theincome of which is subject to US federal income taxation regardless of its source; or (4) a trust (A) if a courtwithin the United States is able to exercise primary jurisdiction over its administration and one or more USpersons have authority to control all substantial decisions of the trust or (B) that has a valid election in effectunder applicable Treasury regulations to be treated as a US person.
This summary is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing andproposed regulations thereunder, published rulings and court decisions, all as of the date of this document and allsubject to change at any time, possibly with retroactive effect. We have not requested, and do not intend torequest, a ruling from the United States Internal Revenue Service (the IRS) with respect to any of the US federalincome tax consequences described below; there can be no assurance that the IRS will not disagree with orchallenge any of the conclusions we have reached and described in this document.
The US federal income tax treatment of a partner in a partnership (or equity holder in any other pass-throughentity) that holds Scheme Shares will depend on the status of the partner (or equity holder) and the activities ofthe partnership (or other pass-through entity). Partnerships (and other pass-through entities) should consult theirtax advisers concerning the US federal income tax consequences to their partners (or equity holders) ofparticipating in the Scheme.
THE SUMMARY OF US FEDERAL INCOME TAX CONSIDERATIONS SET OUT BELOW IS FORGENERAL INFORMATION ONLY. ALL US SCHEME SHAREHOLDERS SHOULD CONSULT
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THEIR OWN TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OFTHE SCHEME INCLUDING THE APPLICABILITY AND EFFECT OF US STATE AND LOCALNON-US OR OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Worldpay believes that it is not, and has not been for its recent prior taxable years, a “passive foreign investmentcompany” (PFIC) for US federal income tax purposes. This summary assumes that Worldpay is not, and hasnever been, a PFIC. If it were determined that Worldpay is or has been a PFIC, the US federal income taxconsequences of the Scheme generally would be materially less favourable to US Scheme Shareholders thanthose described below.
Disposition of Scheme Shares
Subject to the discussion in the final paragraph of this section, a US Scheme Shareholder generally will recognisecapital gain or loss on the disposition of Scheme Shares equal to the difference between the US SchemeShareholder’s adjusted tax basis and the amount realised. A US Scheme Shareholder’s adjusted tax basis in theScheme Shares generally will be the US Dollar value of the amount paid to purchase the Scheme Shares on thedate of purchase.
The amount realised will be the sum of the US Dollar value of the pounds sterling and the fair market value ofthe New Vantiv Shares received by the US Scheme Shareholder. Gain or loss on the disposition of the SchemeShares generally will be long-term capital gain or loss if, at the time of disposition, the US Scheme Shareholderhas held the Scheme Shares for more than one year. US Scheme Shareholders who are individuals, trusts orestates may be entitled to a preferential tax rate on long-term capital gains. Deductions for capital losses aresubject to limitations. If a US Scheme Shareholder acquired different blocks of Scheme Shares at different timesor different prices, such US Scheme Shareholder must determine its adjusted tax basis and holding periodseparately with respect to each block of Scheme Shares. Any gain or loss realised on disposition of SchemeShares generally will be treated as arising from US sources.
The date for determining the US Dollar value of the amount realised in pounds sterling depends on whetherspecial rules for sales of securities traded on an established securities market apply. Although it is believed thatthe Scheme Shares currently are traded on such markets, the rules might not apply here because a sale pursuant tothe Scheme is not a transaction on those markets. If the special rules apply, cash method and electing accrualmethod US Scheme Shareholders would determine the US dollar value of the pounds sterling received as of thesettlement date. If the rules do not apply (and in the case of non-electing accrual method US SchemeShareholders even if they do apply), all US Scheme Shareholders would determine the US dollar value of thepounds sterling received as of the Effective Date and would recognise US source foreign currency gain or loss(taxable as ordinary income or loss) on the settlement date equal to any difference between the US Dollar valueof the amount received based on the exchange rates on the Effective Date and the settlement date.
A US Scheme Shareholder will have an aggregate tax basis in the New Vantiv Shares received by such USScheme Shareholder equal to the fair market value of the New Vantiv Shares on the date of receipt. The holdingperiod of the New Vantiv Shares received will begin on the day after the New Vantiv Shares are received.
A US Scheme Shareholder will have a tax basis in the pounds sterling received by such shareholder ondisposition of Scheme Shares equal to the US Dollar value of the pounds sterling on the date of receipt. Any gainor loss on a subsequent conversion or disposition of those pounds sterling generally will be US source ordinarygain or loss.
It is possible that a US Scheme Shareholder whose indirect percentage interest in Worldpay immediately after theScheme becomes Effective is not lower than such US Scheme Shareholder’s percentage interest in Worldpayprior to the Scheme becoming Effective by an amount that constitutes a “meaningful reduction” for US federalincome tax purposes (for example, because the US Scheme Shareholder also owned shares of Vantiv prior to theScheme becoming Effective) may be recharacterised as a distribution up to the amount of the pounds sterlingreceived. Based on a revenue ruling published by the IRS, a minority stockholder in a publicly traded corporationwill experience a “meaningful reduction” if the minority stockholder (i) has a minimal percentage stock interest,(ii) exercises no control over corporate affairs and (iii) experiences any reduction in its percentage stock interest.Any such deemed distribution would be taxable as a dividend to the extent of such US Scheme Shareholder’sallocable share of the earnings and profits, determined in accordance with US federal income tax principles, ofWorldpay and certain indirect subsidiaries. To the extent the amount of any deemed distribution exceeds the
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earnings and profits of Worldpay and certain indirect subsidiaries of Vantiv, any excess amounts will first betreated as a return of such US Scheme Shareholder’s US tax basis in the Worldpay Shares surrendered, causing areduction in the adjusted tax basis of the US Scheme Shareholder’s Worldpay Shares, and to the extent theamount of the distribution exceeds such tax basis, the excess will be taxed as a capital gain recognised on sale orexchange, taxed as described in the preceding paragraphs of this section. Vantiv and Worldpay do not believethat a US Scheme Shareholder’s acquisition of New Vantiv Shares should be recharacterised as described above,however no assurances can be given that the IRS would not assert, and a court would not sustain, a contraryposition. US Scheme Shareholders should consult their tax advisors regarding the possible recharacterisationdescribed in this paragraph.
Backup Withholding and Information Reporting
Proceeds from the disposition of Scheme Shares, by a US paying agent or other US (or certain US-related)intermediaries will be reported to the IRS and to the US Scheme Shareholder as may be required underapplicable regulations. In addition, payments that are subject to information reporting may be subject to backupwithholding if the US Scheme Shareholder fails to comply with all applicable taxpayer identification andcertification requirements (generally by providing the relevant paying agent or intermediary with an IRS FormW-9). Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules areavailable to be credited against a US Scheme Shareholder’s US federal income tax liability and may be refundedto the extent they exceed such liability, provided the required information is provided to the IRS in a timelyfashion.
13. Election Restricted Shareholders
The availability of the Scheme and the Merger to Election Restricted Shareholders may be affected by the lawsof the relevant jurisdictions. Election Restricted Shareholders will not be entitled to participate in the Mix andMatch Facility. Election Restricted Shareholders should inform themselves about and should observe anyapplicable legal requirements. It is the responsibility of all Election Restricted Shareholders to satisfy themselvesas to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtainingof any governmental, exchange control or other consents which may be required, or the compliance with othernecessary formalities which are required to be observed and the payment of any issue, transfer or other taxes duein such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in theMerger disclaim any responsibility or liability for the violation of such requirements by any person.
Worldpay Shareholders with a registered address in an Election Restricted Jurisdiction will not be sent aForm of Election and will not be entitled to participate in the Mix and Match Facility.
14. Overseas Shareholders
Overseas Shareholders should refer to Part Eight of this document which contains important information relevantto such holders.
Unless otherwise determined by Vantiv or required by the Code, and permitted by applicable law and regulation,the Merger will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so wouldviolate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means,instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of thatjurisdiction. Accordingly, copies of this document and all documents relating to the Merger are not being, andmust not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from ajurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document andall documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwisedistribute or send them in, into or from such jurisdictions where to do so would violate the laws in thatjurisdiction.
The availability of New Vantiv Shares under the Merger to Worldpay Shareholders who are not resident in theUnited Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they areresident. Vantiv may determine in its sole discretion that no New Vantiv Shares shall be allotted and issued toany such Scheme Shareholder. In such a case, and in the case of Restricted Shareholders:
(i) no Mix and Match Election shall be valid or accepted in relation to such shareholder;
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(ii) the New Vantiv Shares shall be issued to a nominee appointed by Vantiv on behalf of such holder on termsthat the nominee shall, as soon as practicable following the Effective Date, sell the New Vantiv Shares soissued with the net proceeds of such sale being remitted to such shareholder; or
(iii) the New Vantiv Shares shall be issued to and sold on behalf of such shareholder with the net proceeds ofsuch sale being remitted to such shareholder.
In particular, New Vantiv Shares may not be allotted and issued to Scheme Shareholders resident, located or witha registered address in Saudi Arabia, Bahrain, Mexico, Israel, Kazakhstan, East Timor, Oman, Monaco,Guernsey, Brunei, Azerbaijan, Sudan, Egypt and Taiwan. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable legal and regulatory requirements.
15. Employee Share Plans
Worldpay Share Schemes
Worldpay Group plc Performance Share Plan (PSP)
The PSP was adopted by the Worldpay Directors on 12 October 2015 and was amended by the WorldpayDirectors on 28 February 2017. It provides for awards to be granted over (or in connection with) WorldpayShares. 2016 PSP Awards means any award granted in 2016 under the PSP and which is subsisting, inaccordance with its terms, on the Effective Date and 2017 PSP Awards means any award granted in 2017 underthe PSP and which is subsisting, in accordance with its terms, on the Effective Date.
As at the Latest Practicable Date, there were 3,015,566 2016 PSP Awards to be settled in Worldpay Shares, and3,935,025 2017 PSP Awards to be settled in Worldpay Shares and 136,609 2017 PSP Awards to be settled incash. Save as provided below, no further awards will be granted under the PSP following completion of theMerger.
In accordance with the rules of the PSP Vantiv and Worldpay have agreed, conditional upon completion of theMerger and as more particularly set out in Schedule 1 of the Co-operation Agreement, to deal with outstandingawards under the PSP as at the Effective Date in the following way:
Effect of the Merger on 2016 PSP Awards
The Worldpay Remuneration Committee will test the performance conditions relating to the 2016 PSP Awardsshortly before the Effective Date and determine whether and to what extent the performance conditions havebeen satisfied (by reference to a reduced performance period ending on the Effective Date) (the PerformanceAssessed 2016 PSP Awards). No discretion shall be applied to increase the extent to which the 2016 PSPAwards will be capable of vesting once performance has been assessed save that the number of shares that willbe capable of vesting for these purposes will also include a number in respect of any dividend equivalentsaccrued in accordance with the rules of the PSP. Any part of a 2016 PSP Award that is not capable of vesting as aresult of this assessment will immediately lapse.
Each holder of a Performance Assessed 2016 PSP Award as at the Effective Date will receive an award in respectof Vantiv Shares in exchange for their Performance Assessed 2016 PSP Award (each a 2016 Rollover PSPAward) on the following terms:
(i) the number of Vantiv Shares subject to each 2016 Rollover PSP Award will be calculated by using thefollowing formula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the Performance Assessed 2016 PSP Award (including anyaccrued dividend equivalents thereon);
‘£C’ is the aggregate value of (a) the cash and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the 2016 Rollover PSP Award (rounded down to the nearestwhole share).
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(ii) All other material terms and conditions of the original Performance Assessed 2016 PSP Awards (includingthe right to dividend equivalents, should dividends become payable) will continue to apply to the 2016Rollover PSP Awards SAVE THAT: (a) no further performance conditions or re-testing of performanceconditions will apply; (b) vesting will take place on the third anniversary of the date of grant of the original2016 PSP Award; and (c) if the holder of a 2016 Rollover PSP Award ceases to be an employee before thevesting date for any reason other than as a Bad Leaver, the holder’s 2016 Rollover PSP Award will notlapse, but continue to vest on the third anniversary of the original date of grant in accordance with its terms.Any 2016 Rollover PSP Award held by a Bad Leaver will lapse and cease to be exercisable in its entirety.
Effect of the Merger on 2017 PSP Awards
The Worldpay Remuneration Committee will test the performance conditions relating to the 2017 PSP Awardsshortly before the Effective Date in respect of 1/3 of the 2017 PSP Awards and determine whether and to whatextent the performance conditions have been satisfied (by reference to a reduced performance period ending onthe earlier of 31 December 2017 or the Effective Date). No discretion shall be applied to increase the extent towhich this 1/3 of the 2017 PSP Awards will be capable of vesting once performance has been assessed save thatthe number of shares that will be capable of vesting for these purposes will also include a number in respect ofany dividend equivalents accrued in accordance with the rules of the PSP. Any part of the 2017 PSP Award thatis capable of vesting as a result of this assessment is referred to as a Performance Assessed 2017 PSP Award.Any part of the 2017 PSP Award that is not capable of vesting as a result of this assessment will immediatelylapse. The remaining 2/3 of the 2017 PSP Award will not be subject to performance assessment at this time andis referred to as a Future Performance 2017 PSP Award.
Each holder of a Performance Assessed 2017 PSP Award as at the Effective Date will receive an award in respectof Vantiv Shares in exchange for their Performance Assessed 2017 PSP Award (each a 2017 PerformanceAssessed Rollover PSP Award) on the following terms:
(i) the number of Vantiv Shares subject to each 2017 Performance Assessed Rollover PSP Award will becalculated by using the following formula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the Performance Assessed 2017 PSP Award (including anyaccrued dividend equivalents thereon);
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the 2017 Performance Assessed Rollover PSP Award(rounded down to the nearest whole share).
(ii) All other material terms and conditions of the original 2017 PSP Award (including the right to dividendequivalents, should dividends become payable) will continue to apply to the 2017 Performance AssessedRollover PSP Awards including the original vesting periods SAVE THAT: (a) no further performanceconditions or re-testing of performance conditions will apply; and (b) if the holder of a 2017 PerformanceAssessed Rollover PSP Award ceases to be an employee prior to the vesting date for any reason other thanas a Bad Leaver, the holder’s 2017 Performance Assessed Rollover PSP Award will not lapse, but continueto vest on the original vesting date in accordance with its terms. Any 2017 Performance Assessed RolloverPSP Award held by a Bad Leaver shall lapse and cease to be exercisable in its entirety.
Each holder of a Future Performance 2017 PSP Award as at the Effective Date will receive an award in respectof Vantiv Shares in exchange for their Future Performance 2017 PSP Award (each a 2017 Future PerformanceRollover PSP Award) on the following terms:
(i) the number of Vantiv Shares subject to each 2017 Future Performance Rollover PSP Award shall becalculated by using the following formula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the Future Performance 2017 PSP Award (inclusive of anyaccrued dividend equivalents thereon);
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
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‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the 2017 Future Performance Rollover PSP Award (roundeddown to the nearest whole share).
(ii) All other material terms and conditions of the original 2017 PSP Award (including the right to dividendequivalents, should dividends become payable) will continue to apply to the 2017 Future PerformanceRollover PSP Awards including the original vesting periods, SAVE THAT: (a) vesting shall be madesubject to the satisfaction of the same performance conditions as those that apply to the Vantiv long termincentive awards that were granted by Vantiv to its own employees in February 2017 (or any subsequentlyadjusted performance conditions in light of the newly enlarged group); (b) Vantiv reserves the right topermit vesting on the earlier of 15 March 2020 or the original vesting date; and (c) if the holder of a 2017Future Performance Rollover PSP Award ceases to be an employee prior to the vesting date for any reasonhe will be subject to the same termination provisions as those that apply under the Vantiv stock incentiveplan, save that pro-rating for time will apply in respect of the period of time that has elapsed between theEffective Date and the date of termination as compared to the period of time between the Effective Date andthe original vesting date.
With effect from completion of the Merger, the Vantiv Compensation Committee will administer the operation ofthe PSP in accordance with the terms of the exchanged awards.
The Worldpay Group plc Conditional Share Plan (CSP)
The CSP was adopted by the Worldpay Directors on 12 October 2015 and was amended by the WorldpayDirectors on 28 February 2017. It provides for the grant of awards over (or in connection with) Worldpay Shares.
As at the Latest Practicable Date, there were 1,804,231 awards to be settled in Worldpay Shares and 128,075awards to be settled in cash outstanding under the CSP. Save as provided below, no further awards will begranted under the CSP following completion of the Merger.
In accordance with the rules of the CSP Vantiv and Worldpay have agreed, conditional upon completion of theMerger and as more particularly set out in Schedule 1 of the Co-operation Agreement, to deal with outstandingawards under the CSP as at the Effective Date (CSP Awards) in the following way:
Effect of the Merger on CSP Awards
Worldpay employees who were granted CSP Awards as part of their recruitment package, and who continue tohold such CSP Awards as at the Effective Date will receive an award in respect of Vantiv Shares in exchange fortheir CSP Awards (each a New Joiner Rollover CSP Award) on the following terms. The number of WorldpayShares that are exchanged will include a number in respect of any dividend equivalents, to the extent provided forunder the terms of the relevant CSP Award:
(i) the number of Vantiv Shares subject to each New Joiner Rollover CSP Award will be calculated by usingthe following formula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the original CSP Award (including any accrued dividendequivalents thereon);
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the New Joiner Rollover CSP Award (rounded down to thenearest whole share).
(ii) All other material terms and conditions of the original CSP Awards to which the New Joiner Rollover CSPAwards relate (including the right to dividend equivalents, should dividends become payable) will continueto apply including (but not limited to) the original vesting periods, SAVE THAT if the holder of a NewJoiner Rollover CSP Award ceases to be an employee before the original vesting date for any reason other
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than as a Bad Leaver, the New Joiner Rollover CSP Award will not lapse, but continue to vest in accordancewith its terms on its original vesting date subject to pro-rating for time which will apply in respect of theperiod of time that has elapsed between the original date of grant and the date of termination as compared tothe original vesting period. Notwithstanding the foregoing, Vantiv reserves the right, in its absolutediscretion, to permit vesting in full (as it sees fit on a case by case basis). Any New Joiner Rollover CSPAward held by a Bad Leaver will lapse and cease to be exercisable in its entirety.
All other holders of CSP Awards who continue to hold such CSP Awards as at the Effective Date will receive anaward in respect of Vantiv Shares in exchange for their CSP Awards (each a Rollover CSP Award) on thefollowing terms. The number of Worldpay Shares that are exchanged will include a number in respect of anydividend equivalents, to the extent provided for under the terms of the relevant CSP Award:
(i) the number of Vantiv Shares subject to each Rollover CSP Award will be calculated by using the followingformula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the original CSP Award (including any accrued dividendequivalents thereon);
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the Rollover CSP Award (rounded down to the nearest wholeshare).
(ii) All other material terms and conditions of the original CSP Awards (including the right to dividendequivalents, should dividends become payable) will continue to apply including (but not limited to) theoriginal vesting periods, save that:
(A) for CSP Awards granted in 2016, if the holder of a Rollover CSP Award ceases to be an employeebefore the original vesting date for any reason other than as a Bad Leaver: (a) 2/3 of the holder’s CSPAward will not lapse, but continue to vest on the original vesting date in accordance with its terms; and(b) the remaining 1/3 of the holder’s CSP Award will not lapse, but continue to vest on the originalvesting date in accordance with its terms subject to pro-rating by reference to the period of time thathas elapsed between the Effective Date and the date of termination as compared to the period of timebetween the Effective Date and the original vesting date;
(B) for CSP Awards granted in 2017, if the holder of a Rollover CSP Award ceases to be an employeebefore the original vesting date for any reason other than as a Bad Leaver: (a) 1/3 of the holder’s CSPAward will not lapse, but continue to vest on the original vesting date in accordance with its terms; and(b) the remaining 2/3 of the holder’s CSP Award will not lapse, but continue to vest on the originalvesting date in accordance with its terms subject to pro-rating by reference to the period of time thathas elapsed between the Effective Date and the date of termination as compared to the period of timebetween the Effective Date and the original vesting date; and
(C) in all cases, any Rollover CSP Award held by a Bad Leaver will lapse and cease to be exercisable in itsentirety.
With effect from completion of the Merger, the Vantiv Compensation Committee will administer the operation ofthe CSP in accordance with the terms of the exchanged awards.
The Worldpay Group plc Deferred Bonus Share Plan (DBSP)
The DBSP was adopted by the Worldpay Directors on 12 October 2015 and was amended by the WorldpayDirectors on 28 February 2017. It provides for awards to be granted over Worldpay Shares.
As at the Latest Practicable Date, there were 597,639 awards to be settled in Worldpay Shares outstanding underthe DBSP. Save as provided below, no further awards will be granted under the DBSP following completion ofthe Merger.
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In accordance with the rules of the DBSP Vantiv and Worldpay have agreed, conditional upon completion of theMerger and as more particularly set out in Schedule 1 of the Co-operation Agreement, to deal with outstandingawards under the DBSP as at the Effective Date (DBSP Awards) in the following way:
Effect of the Merger on DBSP Awards
Each holder of a DBSP Award as at the Effective Date will receive an award in respect of Vantiv Shares inexchange for their DBSP Award (a Rollover DBSP Award) on the following terms. The number of WorldpayShares that are exchanged will include a number in respect of any dividend equivalents to the extent provided forunder the terms of the relevant DBSP Award:
(i) the number of Vantiv Shares subject to each Rollover DBSP Award will be calculated by using thefollowing formula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the original DBSP Award (including any accrued dividendequivalents thereon);
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the Rollover DBSP Award (rounded down to the nearestwhole share).
(ii) All other material terms and conditions of the original DBSP Awards (including the right to dividendequivalents, should dividends become payable) will continue to apply including (but not limited to) theoriginal vesting periods SAVE THAT if the holder of a Rollover DBSP Award ceases to be an employeebefore the original vesting date for any reason other than as a “bad leaver” (as defined in the rules of theDBSP), the holder’s entire Rollover DBSP Award will not lapse, but continue to vest on the original vestingdate in accordance with its terms. A “bad leaver” under the rules of the DBSP is a participant whoseemployment ceases before the original vesting date in circumstances justifying dismissal without notice ordismissal without payment in lieu of notice. Any Rollover DBSP Award held by a participant who is such a“bad leaver” will lapse and cease to be exercisable in its entirety.
With effect from completion of the Merger, the Vantiv Compensation Committee will administer the operation ofthe DBSP in accordance with the terms of the exchanged awards.
The Worldpay Group plc Transitional Award Plan (TAP)
The TAP was adopted by the Worldpay Directors on 12 October 2015 and was amended by the WorldpayDirectors on 28 February 2017. It provides for awards to be granted over Worldpay Shares.
As at the Latest Practicable Date, there were 4,937,491 awards to be settled in Worldpay Shares outstandingunder the TAP. The TAP was used for a one-off grant of awards and no further awards will be granted under it,save as provided below.
In accordance with the rules of the TAP Vantiv and Worldpay have agreed, conditional upon completion of theMerger and as more particularly set out in Schedule 1 of the Co-operation Agreement, to deal with outstandingawards under the TAP as at the Effective Date (TAP Awards) in the following way:
Effect of the Merger on TAP Awards
Each holder of a TAP Award as at the Effective Date will receive an award in respect of Vantiv Shares inexchange for their TAP Awards (a Rollover TAP Award) on the following terms. The number of WorldpayShares that are exchanged will include a number in respect of any dividend equivalents to the extent provided forunder the terms of the relevant TAP Award:
(i) the number of Vantiv Shares subject to each Rollover TAP Award will be calculated by using the followingformula: (B x £C) / £D = E, where:
‘B’ is the number of Worldpay Shares subject to the original TAP Award (including any accrued dividendequivalents thereon);
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‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price will be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
‘E’ is the number of Vantiv Shares subject to the Rollover TAP Award (rounded down to the nearest wholeshare).
(ii) All other material terms and conditions of the original TAP Awards (including the right to dividendequivalents, should dividends become payable) will continue to apply including (but not limited to) theoriginal vesting periods, and the minimum shareholding requirement, SAVE THAT if the holder of aRollover TAP Award ceases to be an employee before the original vesting date for any reason other than asa Bad Leaver, the holder’s entire Rollover TAP Award will not lapse, but continue to vest on the originalvesting date in accordance with its terms. Any Rollover TAP Award held by a participant who is a BadLeaver will lapse and cease to be exercisable in its entirety.
With effect from completion of the Merger, the Vantiv Compensation Committee will administer the operation ofthe TAP in accordance with the terms of the exchanged awards.
The Worldpay Group plc Savings-Related Share Option Scheme (SAYE)
The SAYE is a UK tax-advantaged share option scheme which was adopted by the Worldpay Directors on12 October 2015 and amended by the Worldpay Directors on 28 February 2017. It provides for the grant of UKtax-advantaged share options over Worldpay Shares in accordance with Schedule 3 to the Income Tax (Earningsand Pensions) Act 2003. The SAYE was registered with HMRC on 2 September 2016.
As at the Latest Practicable Date, there were 4,856,128 options outstanding under the SAYE. Save as providedbelow, no further options will be granted under the SAYE following completion of the Merger.
As more particularly set out in Schedule 1 of the Co-operation Agreement and in accordance with the rules of theSAYE, Vantiv and Worldpay have agreed, conditional upon completion of the Merger, to deal with outstandingoptions under the SAYE as at the Effective Date (SAYE Awards) in the following way:
Effect of the Merger on SAYE Awards
SAYE Awards will become exercisable in connection with the Scheme, from the date of Court sanction of theScheme (and 20 days prior to such date, with the exercise becoming effective on the date of the Court sanction ofthe Scheme) and will remain exercisable for a period of six months, after which they will lapse in their entirety.Under the rules of the SAYE, participants may only exercise their SAYE Awards using the savings accruedunder the related savings contract at the time of exercise, which means it will not be possible to exercise theSAYE Awards in connection with the Scheme over the full number of Worldpay Shares that they were originallygranted over. Participants who exercise their SAYE Awards in connection with the Scheme will be entitled toreceive the same consideration in respect of the Worldpay Shares that they acquire as is offered to WorldpayShareholders in connection with the Merger;
In accordance with the rules of the SAYE, SAYE Awards held by participants who do not wish to exercise themin connection with the Scheme (either on the date of Court sanction of the Scheme or within up to six monthsfrom this date) will be exchanged for options in respect of Vantiv Shares (each a Rollover SAYE Award) on thefollowing terms (as agreed with HMRC):
(i) the number of Vantiv Shares subject to each Rollover SAYE Award will be calculated by using thefollowing formula: (B x £C) / £D = E, where:
‘B’ is the maximum number of Worldpay Shares subject to the original SAYE Award;
‘£C’ is the aggregate value of (a) the cash; and (b) the closing price of the Vantiv Shares payable toWorldpay Shareholders per Worldpay Share on the Effective Date (which price will be converted intopounds sterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date);
‘£D’ is the closing price of a Vantiv Share on the Effective Date (which price shall be converted into poundssterling using the exchange rate on Bloomberg at 6.00 p.m. (London time) on the Effective Date); and
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‘E’ is the number of Vantiv Shares subject to the Rollover SAYE Award (rounded down to the nearestwhole share).
(ii) All other terms and conditions of the original SAYE Awards will continue to apply including (but notlimited to) the original vesting and exercise periods, the aggregate exercise price payable and the terms andconditions of the original savings contract.
In accordance with the rules of the SAYE, any SAYE Awards that are not exchanged for awards over VantivShares in accordance with the above terms will cease to be capable of exercise by no later than six monthsfollowing Court sanction of the Scheme, at which point they will lapse (to the extent not exercised).
The Worldpay Group plc US Employee Stock Purchase Plan (ESPP)
The ESPP was adopted by the Worldpay Directors on 27 July 2016, amended by the Worldpay Directors on28 February 2017 and approved by Worldpay Shareholders on 10 May 2017. It has been drafted as an appendixto the SAYE.
The ESPP provides US employees with an opportunity to acquire Worldpay Shares and has been drafted as aqualifying employee stock purchase plan under Section 423 of the US Internal Revenue Code of 1986, asamended.
As at the Latest Practicable Date, there was no outstanding offering period under the ESPP. US employees whohave acquired Worldpay Shares under previous offering periods will be entitled to participate in the Scheme andreceive the same consideration in respect of any Worldpay Shares they still hold as is offered to all otherWorldpay Shareholders.
No further offering is expected to be made under the ESPP before the Effective Date and no further offering willbe made following completion of the Merger.
The Worldpay Employee Benefit Trust (EBT)
The EBT is a discretionary trust constituted by a trust deed dated 7 October 2015 and made between Worldpayand Estera Trust (Jersey) Limited (previously known as Appleby Trust (Jersey) Limited) (Estera) (the TrustDeed). Estera is an independent off-shore professional trustees and is the current trustee of the EBT (theTrustees). The EBT is constituted as an employees’ share scheme within the meaning of section 1166 of theCompanies Act, with the purpose of encouraging and facilitating the holding of shares by or for the benefit ofbona fide employees of Worldpay (which, for these purposes includes executive directors) and its subsidiaries,former employees and certain of their relatives.
As at the Latest Practicable Date, the EBT held 12,300,791 unallocated Worldpay Shares in the general trustfund, as well as 37,220,313 Worldpay Shares held on behalf of specified individuals as bare trustee (theAllocated Worldpay Shares). The EBT will be entitled to participate in the Scheme and receive the sameconsideration in respect of the Worldpay Shares that it holds as is offered to all other Worldpay Shareholdersunder the Scheme. Worldpay will recommend to the Trustees that, following completion of the Merger, the EBThold any unallocated Vantiv Shares it receives as consideration for the Merger, for the purposes of satisfying theexchanged awards under the PSP, CSP, DBSP, TAP and SAYE described above.
General summary of EBT
The Trustees have discretion with regard to the application of the unallocated assets, including unallocatedWorldpay Shares, held in the trust fund. Whilst under the terms of the Trust Deed the Trustees may consider anyrecommendation made to them by Worldpay, the views expressed by Worldpay are in no respect binding on theTrustees.
The Trustees have the power to acquire Worldpay Shares and any Worldpay Shares so acquired may be used forthe purposes of any employees’ share scheme operated by Worldpay, including awards or options granted underthe PSP, CSP, DBSP, TAP and SAYE described above.
The EBT may be funded by way of loan or gift to acquire Worldpay Shares either by market purchase or bysubscription and such funding must constitute lawful financial assistance for the purposes of an employees’ sharescheme as permitted by the Companies Act.
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Under the terms of the Trust Deed, the Trustees will abstain from voting at any Worldpay general meeting inrespect of the unallocated Worldpay Shares that they hold in the trust fund. However, if an offer is made toWorldpay Shareholders to acquire Worldpay Shares, the Trustees may take such action as they think appropriate,having regard to the interests of persons holding options and awards over Worldpay Shares to be satisfied by theEBT. The Trustees can consult such persons to obtain their views. In respect of the Allocated Worldpay Shares,the Trustees will consult with the relevant individuals to obtain their instructions in relation to any actionaffecting their Worldpay Shares.
Unless directed otherwise by Worldpay, the Trustees will waive any dividends paid on the unallocated WorldpayShares (or following completion of the Merger, unallocated Vantiv Shares) settled in the trust fund from time totime.
15.2 For the purposes of this paragraph 15:
(A) a Bad Leaver means an employee who is dismissed for Cause or resigns without Good Reason;
(B) Cause means the employee’s misconduct (including but not limited to): (i) dishonesty, fraud,misrepresentation, the commission of a criminal offence or breach of trust; (ii) any material breach ofthe employee’s terms and conditions of employment; (iii) any material violation of the employer’spolicy, rules or regulation; (iv) material failure to perform his or her duties to the satisfaction of his orher employer, as determined by Vantiv acting reasonably; or (v) any other circumstance that Vantivreasonably considers to amount to gross misconduct or entitle the employer to dismiss the employeewithout notice or compensation in lieu of notice; and
(C) Good Reason means a resignation in response to: (a) a repudiatory breach of contract by theemployee’s employer; (b) a change that Vantiv, acting reasonably, considers to amount to a materialdiminution in the employee’s overall responsibilities or status (provided that such material diminutionshall not include (i) a change of title on its own; (ii) a change in reporting lines on its own; or (iii) theunreasonable refusal of a suitable alternative assignment with commensurate responsibilities, in eachcase taking into account the increased size and scope of the combined organisation); (c) a materialdiminution in an employee’s overall remuneration potential; or (d) a relocation of the employee’sprincipal place of work of more than 50 miles.
16. Actions to be taken
Actions to be taken by Worldpay Shareholders
The Scheme will require approval at a meeting of Worldpay Shareholders convened by order of the Court to beheld at Allen & Overy LLP, One Bishops Square, London E1 6AD at 4.00 p.m. on 8 January 2018. The approvalrequired at this meeting is that those voting to approve the Scheme must:
(A) represent a simple majority in number of those Scheme Shareholders present and voting (and entitled tovote) in person or by proxy; and
(B) also represent 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders present andvoting (and entitled to vote) in person or by proxy.
The Scheme requires the sanction of the Court at the Court Hearing where Worldpay Shareholders may bepresent and be heard in person or through representation to support or oppose the sanctioning of the Scheme.Implementation of the Scheme will also require approval by special resolution at the General Meeting to be heldimmediately after the Court Meeting, as described in paragraph 7 above. The approval required for this specialresolution to be passed is a vote in favour of not less than 75 per cent. of the votes cast.
If the Scheme becomes Effective it will be binding on all holders of Scheme Shares irrespective of whetheror not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether ornot they voted in favour of the resolutions at such Meetings).
Forms of Proxy
Worldpay Shareholders will find accompanying this document a blue Form of Proxy and a yellow Form ofProxy. The blue Form of Proxy is to be used in connection with the Court Meeting and the yellow Form of Proxyis to be used in connection with the General Meeting. Whether or not you intend to attend these meetings please
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complete and sign both forms of proxy and return them in accordance with the instructions printed thereon toWorldpay’s registrars, Equiniti, so as to arrive as soon as possible but in any event by 4.00 p.m. on 5 January2018 (in the case of the blue form of proxy) and 4.15 p.m. on 5 January 2018 (in the case of the yellow form ofproxy) or, in the case of an adjourned meeting at least 48 hours before the relevant meeting, excluding any part ofa day that is not a business day.
If the blue Form of Proxy relating to the Court Meeting is not lodged by the relevant time, it may be handed toEquiniti, on behalf of the Chairman of the Court Meeting, at the Court Meeting. However, in the case of theGeneral Meeting, if the yellow Form of Proxy is not lodged so as to be received by the time mentioned above andin accordance with the instructions on that Form of Proxy, it will be invalid. The completion and return of eitherform of proxy will not preclude you from attending the Court Meeting or the General Meeting and voting inperson, if you so wish.
Worldpay Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for theCourt Meeting and General Meeting or any adjournment(s) by using the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual. CREST personal members or otherCREST sponsored members, and those CREST members who have appointed a voting service provider(s),should refer to their CREST sponsor or voting service providers, who will be able to take the appropriate actionon their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CRESTmessage (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’sspecifications and must contain the information required for such instructions, as described in the CRESTManual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to theinstructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be receivedby Equiniti (ID RA19) by 4.00 p.m. on 5 January 2018 (in the case of the blue form of proxy) and 4.15 p.m. on5 January 2018 (in the case of the yellow form of proxy) or, in the case of an adjourned meeting at least 48 hoursbefore the Court Meeting or the General Meeting, as applicable, excluding any part of a day that is not a businessday. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied tothe message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry toCREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointedthrough CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers, should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normal systemtimings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal memberor sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or votingservice provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means ofthe CREST system by any particular time. In this connection, CREST members and, where applicable, theirCREST sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation35(5)(a) of the Regulations.
At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Courtmay be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Youare therefore strongly urged to complete, sign and return your blue Form of Proxy or appoint a proxyelectronically as soon as possible.
Form of Election
Worldpay Shareholders (other than Election Restricted Shareholders) who wish to make a Mix and MatchElection to vary the proportions of Cash Consideration and New Vantiv Shares they receive, subject to electionsby other Worldpay Shareholders, should complete the Form of Election in accordance with the instructionsprinted thereon.
If you hold Scheme Shares in certificated form (other than Election Restricted Shareholders) and you wish tomake a Mix and Match Election, you should complete and return the enclosed Form of Election so as to reachEquiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA using the pre-paidenvelope provided for use only in the UK. Instructions on how to complete the Form of Election are printedthereon.
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If you hold Scheme Shares in uncertificated form and you wish to make a Mix and Match Election, you maysubmit your election electronically by taking (or procuring to be taken) the actions set out in Part Five of thisdocument to transfer the Scheme Shares in respect of which you wish to make a Mix and Match Election to anescrow balance, using an Electronic Election specifying Equiniti (in its capacity as a CREST participant underthe ID 5RA80) as the escrow agent. If you wish to make a Mix and Match Election by completing a Form ofElection you must rematerialise your Worldpay Shares by completing a CREST stock withdrawal form and youmay request a Form of Election by contacting the Shareholder Helpline on the telephone number set out on page9 of this document.
Election Restricted Shareholders
The Mix and Match Facility has not been extended to Election Restricted Shareholders and no Form of Electionwill be sent to them. Further details are set out in paragraph 13 of this Part Two.
If you are a Restricted Shareholder or a Worldpay Shareholder resident in an Election RestrictedJurisdiction you will not be sent a Form of Election and will not be entitled to participate in the Mix andMatch Facility.
17. Further information
The terms of the Scheme are set out in full in Part Six of this document. Further information regarding Worldpay,Vantiv and Bidco is set out in Part Eleven of this document. Documents published and available for inspectionare listed in paragraph 18 of Part Eleven of this document.
Yours faithfully,
Anthony Gutman Matthew SmithManaging Director – Co-head EMEAInvestment Banking Services
Managing Director – Head ofUK Corporate Finance and Advisory
For and on behalf of For and on behalf ofGoldman Sachs International Barclays Bank PLC
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PART THREE
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND TO THE MERGER
1. Conditions to the Merger
1.1 The Merger is conditional upon the Scheme becoming unconditional and becoming Effective, subject to theCode, by no later than the Long Stop Date.
Scheme Approval
1.2 The Scheme is subject to the following conditions:
(A)
(i) its approval by a majority in number representing not less than 75 per cent. in value of theWorldpay Shareholders (or the relevant class or classes thereof, if applicable) in each case present,entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separateclass meeting which may be required by the Court or at any adjournment of any such meeting; and
(ii) the Court Meeting and any separate class meeting which may be required by the Court or anyadjournment of any such meeting being held on or before the 22nd day after the expected date ofthe Court Meeting set out in the expected timetable of principal events on pages 10 to 11 of thisdocument (or such later date, if any, as Vantiv and Worldpay may agree and the Court mayallow);
(B)
(i) all resolutions necessary to approve and implement the Scheme being duly passed by the requisitemajority or majorities at the General Meeting or at any adjournment of that meeting; and
(ii) the General Meeting or any adjournment of that meeting being held on or before the 22nd dayafter the expected date of the General Meeting set out in the expected timetable of principal eventson pages 10 to 11 of this document (or such later date, if any, as Vantiv and Worldpay may agreeand the Court may allow); and
(C)
(i) the sanction of the Scheme by the Court with or without modification (but subject to any suchmodification being acceptable to Vantiv and Worldpay) and the delivery of a copy of the CourtOrder to the Registrar; and
(ii) the Court Hearing being held on or before the 22nd day after the expected date of the CourtHearing to be set out in the expected timetable of principal events on pages 10 to 11 of thisdocument (or such later date, if any, as Vantiv and Worldpay may agree and the Court mayallow).
1.3 In addition, Vantiv and Worldpay have agreed that the Merger is conditional upon the following Conditionsand, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the followingConditions (as amended if appropriate) have been satisfied or, where relevant, waived:
Regulatory Approvals
HSR Act clearance
(A) all necessary notifications and filings having been made and all applicable waiting periods (includingany extensions thereof) under the HSR Act and the rules and regulations made thereunder havingexpired, lapsed or been terminated as appropriate in each case in respect of the Merger;
FCA approvals
(B) in respect of each notice under section 178 of FSMA which Vantiv or any other person who hasdecided to acquire or increase control over any member of the Wider Worldpay Group which is a UKauthorised person (as that term is defined in section 191G of FSMA) is under a duty to give inconnection with the proposed implementation of the Merger:
(iii) the FCA having given notice in writing pursuant to section 189(4)(a) of FSMA that it hasdetermined unconditionally to approve each such acquisition or increase in control pursuant tosection 185 of FSMA;
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(iv) the FCA having given notice in writing pursuant to section 189(7) of FSMA subject tocondition(s) specified in the decision notice and such condition(s) being satisfactory to Vantiv,acting reasonably; or
(v) the FCA being treated, under section 189(6) of FSMA, as having approved each such acquisitionof or increase in control;
(C) in respect of each notice under Regulation 32 of the PSRs which Vantiv or any other person who hasdecided to acquire a qualifying holding in any member of the Wider Worldpay Group which is anauthorised payment institution (as that term is defined in Regulation 2(1) of the PSRs) is under a dutyto give in connection with the proposed implementation of the Merger, the FCA having given notice inwriting (without indicating any objection or concern) that it has updated its records in respect of eachsuch authorised payment institution;
Dutch Central Bank approval
(D) the Dutch Central Bank having granted a positive decision with respect to the integrity(betrouwbaarheid) of each person who will become a co-policymaker of Worldpay B.V. and any otherrelevant person within the Wider Worldpay Group in connection with the proposed implementation ofthe Merger;
Approval of other Relevant Authorities
(E) if approval from a Relevant Authority is required for, or a Relevant Authority decides to review, theMerger or any matter arising from or related to the Merger other than as specifically addressed byConditions 1.3(A) — (D) above, it being established in terms satisfactory to Vantiv that such RelevantAuthority approves (or is deemed to approve) or will permit the Merger to proceed on termssatisfactory to Vantiv;
Vantiv Shareholder approval
(F) the issuance of New Vantiv Shares in connection with the Merger being duly approved, as required bysection 312.03 of the NYSE Listed Company Manual, by the affirmative vote of the majority of thevotes cast at the Vantiv Shareholders’ Meeting duly called and held for such purpose in accordancewith applicable law and the certificate of incorporation and bylaws of Vantiv;
Listing on the New York Stock Exchange, effectiveness of registration
(G) confirmation having been received by Vantiv that the New Vantiv Shares have been approved forlisting, subject to official notice of issuance, on the New York Stock Exchange; and
(H) in the event that the Merger is implemented by way of a Takeover Offer, absent an available exemptionfrom the registration requirements of the US Securities Act, Vantiv’s registration statement havingbeen declared effective by the SEC and no stop order having been issued or proceedings for suspensionof the effectiveness of Vantiv’s registration statement having been initiated by the SEC and Vantivhaving received all necessary US state securities law or blue sky authorisations;
Listing on the London Stock Exchange
(I) (i) the FCA having acknowledged to Vantiv or its agent (and such acknowledgement not having beenwithdrawn) that the application for the admission of the New Vantiv Shares to the Official List with astandard listing has been approved and (after satisfaction of any conditions to which such approval isexpressed to be subject (“listing conditions”)) admission will become effective as soon as a dealingnotice has been issued by the FCA and any listing conditions have been satisfied, and (ii) the LondonStock Exchange having acknowledged to Vantiv or its agent (and such acknowledgement not havingbeen withdrawn) that the New Vantiv Shares will be admitted to trading on the Main Market of theLondon Stock Exchange;
General Third Party Clearances
(J) the waiver (or non-exercise within any applicable time limits) by any relevant government orgovernmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative
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body, court, trade agency, association, institution, any entity owned or controlled by any relevantgovernment or state, or any other body or person whatsoever in any jurisdiction (each a Third Party)of any termination right, right of pre-emption, first refusal or similar right (which is material in thecontext of the Wider Worldpay Group taken as a whole) arising as a result of or in connection with theMerger including, without limitation, its implementation and financing or the proposed direct orindirect acquisition of any shares or other securities in, or control of, Worldpay by Vantiv or anymember of the Vantiv Group;
(K) other than in relation to the competition law and regulatory approvals referred to inConditions 1.3(A) — (D) above, no Third Party having decided to take, institute, implement or threatenany action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed anystatute, regulation, decision or order, or having taken any other steps which would or might reasonablybe expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestitureby any member of the Wider Vantiv Group or any member of the Wider Worldpay Group of all orany portion of their respective businesses, assets or property or impose any limitation on theability of any of them to conduct their respective businesses (or any of them) or to own any oftheir respective assets or properties or any part thereof which in any such case would be materialin the context of the Wider Worldpay Group taken as a whole;
(ii) require, prevent or materially delay, or materially alter the terms envisaged for, any proposeddivestiture by any member of the Wider Vantiv Group of any shares or other securities inWorldpay;
(iii) impose any material limitation on, or result in a delay in, the ability of any member of the WiderVantiv Group directly or indirectly to acquire or to hold or to exercise effectively, directly orindirectly, all or any rights of ownership in respect of shares or loans or securities convertible intoshares or any other securities (or the equivalent) in any member of the Wider Worldpay Group orthe Wider Vantiv Group or to exercise management control over any such member, in each case,to an extent which is material in the context of the Wider Worldpay Group;
(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the WiderVantiv Group or of any member of the Wider Worldpay Group to an extent which is material inthe context of the Wider Vantiv Group or the Wider Worldpay Group, in either case taken as awhole;
(v) make the Merger or its implementation or the acquisition or proposed acquisition by Vantiv or anymember of the Wider Vantiv Group of any shares or other securities in, or control of, Worldpayvoid, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise,directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, orimpose material additional conditions or obligations with respect thereto, or otherwise challengeor interfere therewith;
(vi) require (save as envisaged in the Merger) any member of the Wider Vantiv Group or the WiderWorldpay Group to offer to acquire any shares or other securities (or the equivalent) or interest inany member of the Wider Worldpay Group or the Wider Vantiv Group owned by any third partywhere such acquisition would be material in the context of the Wider Worldpay Group taken as awhole or, as the case may be, the Wider Vantiv Group taken as a whole;
(vii) impose any limitation on the ability of any member of the Wider Vantiv Group to integrate orco-ordinate its business, or any part of it, with the businesses or any part of the businesses of anyother member of the Wider Worldpay Group which is adverse to and material in the context of theWider Worldpay Group or the Wider Vantiv Group, in each case taken as a whole in the contextof the Merger; or
(viii) result in any member of the Wider Worldpay Group ceasing to be able to carry on business underany name under which it presently does so,
and all applicable waiting and other time periods during which any such Third Party could institute,implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other stepunder the laws of any jurisdiction in respect of the Merger or the acquisition or proposed acquisition ofany Worldpay Shares having expired, lapsed or been terminated;
(L) in addition to the competition law and regulatory approvals referred to in Conditions 1.3(A) — (D)above, all necessary filings or applications having been made in connection with the Merger and allstatutory or regulatory obligations in any jurisdiction having been complied with in connection with the
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Merger or the acquisition by any member of the Wider Vantiv Group of any shares or other securitiesin, or control of, Worldpay and all authorisations, orders, recognitions, grants, consents, licences,confirmations, clearances, permissions and approvals or the proposed acquisition of any shares or othersecurities in, or control of, Worldpay by any member of the Wider Vantiv Group having been obtainedin terms and in a form reasonably satisfactory to Vantiv from all appropriate Third Parties or personswith whom any member of the Wider Worldpay Group has entered into contractual arrangements andall such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,permissions and approvals together with all authorisations orders, recognitions, grants, licences,confirmations, clearances, permissions and approvals necessary or appropriate to carry on the businessof any member of the Wider Worldpay Group, in each case which is material in the context of theWider Vantiv Group or the Wider Worldpay Group as a whole, remaining in full force and effect andall material filings necessary for such purpose have been made and there being no notice or intimationof any intention to revoke or not to renew any of the same at the time at which the Merger becomesotherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction havingbeen complied with;
Certain matters arising as a result of any arrangement, agreement etc.
(M) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or otherinstrument to which any member of the Wider Worldpay Group is a party or by or to which any suchmember or any of its assets are or may be bound, entitled or subject, which, in each case as aconsequence of the Merger or the proposed acquisition of any shares or other securities in Worldpay orbecause of a change in the control or management of Worldpay or otherwise, would or wouldreasonably be expected to result in (in each case to an extent which is material in the context of theWider Worldpay Group as a whole, or in the context of the Merger):
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grantavailable to any such member, being or becoming repayable or capable of being declaredrepayable immediately or earlier than their or its stated maturity date or repayment date or theability of any such member to borrow monies or incur any indebtedness being withdrawn orinhibited or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities,obligations or interests of any such member thereunder being terminated or adversely affected orany onerous obligation or liability arising or any action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed of or charged or ceasingto be available to any such member or any right arising under which any such asset or interestcould be required to be disposed of or charged or could cease to be available to any such memberother than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole orany part of the business, property or assets of any such member;
(v) the rights, liabilities, obligations or interests of any such member in, or the business of any suchmember with, any person, firm or body (or any arrangement or arrangements relating to any suchinterest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or prospects being prejudiced oradversely affected;
(vii) any such member ceasing to be able to carry on business under any name under which it presentlydoes so; or
(viii) the creation of any liability, actual or contingent, by any such member, other than trade creditorsor other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any agreement, arrangement, licence,permit or other instrument to which any member of the Wider Worldpay Group is a party or by or towhich any such member or any of its assets may be bound, entitled or subject, would or mightreasonably be expected to result in any of the events or circumstances as are referred to insub-paragraphs (i) to (viii) of this Condition, in each case which is or would be material in the contextof the Wider Worldpay Group taken as a whole;
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No material transactions, claims or changes in the conduct of the business of the Worldpay Group
(N) except as Disclosed, no member of the Wider Worldpay Group having, since 31 December 2016:
(i) save as between Worldpay and wholly-owned subsidiaries of Worldpay or for Worldpay Sharesissued pursuant to the exercise of options or vesting of awards granted under the Worldpay ShareSchemes, issued, authorised or proposed the issue of additional shares of any class;
(ii) save as between Worldpay and wholly-owned subsidiaries of Worldpay or for the grant of optionsand awards under the Worldpay Share Schemes, issued or agreed to issue, authorised or proposedthe issue of securities convertible into shares of any class or rights, warrants or options tosubscribe for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Worldpay Group, recommended, declared, paid or made orproposed to recommend, declare, pay or make any bonus, dividend or other distribution whetherpayable in cash or otherwise save for the Dividends;
(iv) save for intra-Worldpay Group transactions, merged or demerged with any body corporate oracquired or disposed of or transferred, mortgaged or charged or created any security interest overany assets or any right, title or interest in any asset (including shares and trade investments) orauthorised or proposed or announced any intention to propose any merger, demerger, acquisitionor disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinarycourse of business;
(v) save for intra-Worldpay Group transactions, made or authorised or proposed or announced anintention to propose any material change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Worldpay Grouptransactions), save in the ordinary course of business, incurred or increased any indebtedness orbecome subject to any liability (actual or contingent);
(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of itsown shares or other securities or reduced or, save in respect to the matters mentioned insub-paragraph (i) above, made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction,amalgamation, scheme, commitment or other transaction or arrangement otherwise than in theordinary course of business or entered into or changed the terms of any contract with any directoror senior executive;
(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary anycontract, transaction or commitment (whether in respect of capital expenditure or otherwise)which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictiveon the businesses of any member of the Wider Worldpay Group or the Wider Vantiv Group orwhich involves an obligation of such a nature or magnitude or which is other than in the ordinarycourse of business and which, in any such case, is material in the context of the Wider WorldpayGroup taken as a whole;
(x) (other than in respect of a member of the Wider Worldpay Group which is dormant and wassolvent at the relevant time) taken any corporate action or had any legal proceedings started orthreatened against it for its winding-up, dissolution or reorganisation or for the appointment of areceiver, administrative receiver, administrator, trustee or similar officer of all or any of its assetsor revenues or any analogous proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be restrictive on the business ofany member of the Wider Worldpay Group or the Wider Vantiv Group other than to a nature andextent which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course of business and which ismaterial in the context of the Wider Worldpay Group taken as a whole;
(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinarycourse of business or passed any resolution or made any offer (which remains open foracceptance) with respect to or announced any intention to, or to propose to, effect any of thetransactions, matters or events referred to in this condition and which is material in the context ofthe Wider Worldpay Group taken as a whole;
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(xiv)made or agreed or consented to any change to:
(a) the terms of the trust deeds constituting the pension scheme(s) established by any member ofthe Wider Worldpay Group for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits which accrue or to thepensions which are payable thereunder;
(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions arecalculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded,valued or made,
in each case, to the extent which is material in the context of the Wider Worldpay Group taken asa whole;
(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive schemeor other benefit relating to the employment or termination of employment of any person employedby the Wider Worldpay Group and in each case which is material in the context of the WiderWorldpay Group taken as a whole; or
(xvi)taken (or agreed or proposed to take) any action which requires, or would require, the consent ofthe Panel or the approval of Worldpay Shareholders in a general meeting in accordance with, or ascontemplated by, Rule 21.1 of the Code;
No adverse change, litigation or regulatory enquiry
(O) except as Disclosed, since 31 December 2016:
(i) no adverse change or deterioration having occurred in the business, assets, financial or tradingposition or profits or prospects of any member of the Wider Worldpay Group which is material inthe context of the Wider Worldpay Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings towhich any member of the Wider Worldpay Group is or may become a party (whether as aplaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect ofany member of the Wider Worldpay Group having been instituted, announced or threatened by oragainst or remaining outstanding in respect of any member of the Wider Worldpay Group which ismaterial in the context of the Wider Worldpay Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to Vantiv which would be likelyto adversely affect any member of the Wider Worldpay Group, taken as a whole;
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, terminationor modification of any licence held by any member of the Wider Worldpay Group which isnecessary for the proper carrying on of its business; and
(v) no member of the Wider Worldpay Group having conducted its business in breach of anyapplicable laws and regulations which in any case is material in the context of the WiderWorldpay Group taken as a whole;
No discovery of certain matters
(P) except as Disclosed, Vantiv not having discovered:
(i) that any financial, business or other information concerning the Wider Worldpay Group ascontained in the information publicly disclosed at any time by or on behalf of any member of theWider Worldpay Group is misleading, contains a misrepresentation of fact or omits to state a factnecessary to make that information not misleading; or
(ii) that any member of the Wider Worldpay Group is subject to any liability (actual or contingent)which is not disclosed in the annual report and accounts of Worldpay for the financial year ended31 December 2016,
in each case, to the extent which is material in the context of the Wider Worldpay Group taken as awhole;
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(Q) except as Disclosed, Vantiv not having discovered that:
(i) any past or present member of the Wider Worldpay Group has failed to comply in any materialrespect with any and/or all applicable legislation or regulations, of any jurisdiction with regard tothe use, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste orhazardous substance or any substance likely to impair materially the environment (includingproperty) or harm human health or animal health or otherwise relating to environmental matters orthe health and safety of humans, or that there has otherwise been any such storage, carriage,disposal, spillage, release, discharge, leak or emission (whether or not the same constituted anon-compliance by any person with any such legislation or regulations, and wherever the samemay have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leakor emission would be likely to give rise to any material liability (actual or contingent) on the partof any member of the Wider Worldpay Group;
(ii) there is, or is likely to be, for that or any other reason whatsoever, any material liability (actual orcontingent) of any past or present member of the Wider Worldpay Group to make good, repair,reinstate or clean up any property now or previously owned, occupied, operated or made use of orcontrolled by any such past or present member of the Wider Worldpay Group, under anyenvironmental legislation, regulation, notice, circular or order of any government, governmental,quasi-governmental, state or local government, supranational, statutory or other regulatory body,agency, court, association or any other person or body in any jurisdiction;
Anti-corruption, sanctions and criminal property
(R) save as Disclosed, Vantiv not having discovered that:
(i) any past or present member, director, officer or employee of the Wider Worldpay Group is or hasat any time engaged in any activity, practice or conduct which would constitute an offence underthe Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or any person that performs or has performed services for or on behalf of theWider Worldpay Group is or has at any time engaged in any activity, practice or conduct inconnection with the performance of such services which would constitute an offence under theBribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or
(ii) any asset of any member of the Wider Worldpay Group constitutes criminal property as definedby section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of thatdefinition); or
(iii) any past or present member, director, officer or employee of the Worldpay Group, or any otherperson for whom any such person may be liable or responsible, has engaged in any business with,made any investments in, made any funds or assets available to or received any funds or assetsfrom: (a) any government, entity or individual in respect of which US or European Union persons,or persons operating in those territories, are prohibited from engaging in activities or doingbusiness, or from receiving or making available funds or economic resources, by US or EuropeanUnion laws or regulations, including the economic sanctions administered by the US Office ofForeign Assets Control, or HM Treasury in the UK; or (b) any government, entity or individualtargeted by any of the economic sanctions of the United Nations, the US, the European Union orany of its member states; or
(iv) no member of the Worldpay Group being engaged in any transaction which would cause Vantiv tobe in breach of any law or regulation upon its acquisition of Worldpay, including the economicsanctions of the US Office of Foreign Assets Control, or HM Treasury & Customs in the UK, orany government, entity or individual targeted by any of the economic sanctions of the UnitedNations, the US, the European Union or any of its member states.
2. Waiver and Invocation of the Conditions
2.1 Subject to the requirements of the Panel in accordance with the Code, Vantiv reserves the right towaive, in whole or in part, all or any of the Conditions in paragraphs 1.2 and 1.3 above, except forConditions 1.2(A)(i), 1.2(B)(i) and 1.2(C)(i) (Scheme Approval), 1.3(F) (Vantiv Shareholder approval),1.3(G) and 1.3(H) (Listing on the New York Stock Exchange, effectiveness of registration), and 1.3(I)(Listing on the London Stock Exchange), which cannot be waived.
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2.2 The Merger will be subject to the satisfaction (or waiver, if permitted) of the Conditions in paragraph1.2 and 1.3 above, and to certain further terms set out in paragraph 4 below.
2.3 Conditions 1.2(A)(i), 1.2(B)(i) and 1.3(A) to (R) (inclusive) must be fulfilled, or waived by, no laterthan 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which theScheme will lapse. Vantiv shall be under no obligation to waive or treat as satisfied any of theConditions which are capable of waiver by a date earlier than the latest date specified above for thefulfilment or waiver thereof, notwithstanding that the other Conditions to the Merger may at suchearlier date have been waived or fulfilled and that there are at such earlier date no circumstancesindicating that any of such Conditions may not be capable of fulfilment.
2.4 Under Rule 13.5(a) of the Code, neither Vantiv nor Bidco may invoke a Condition to the Merger so asto cause the Merger not to proceed, to lapse or to be withdrawn unless the circumstances which giverise to the right to invoke the Condition are of material significance to Vantiv and Bidco in the contextof the Merger. Conditions 1.2(A)(i), 1.2(B)(i) and 1.2(C)(i) (Scheme Approval), 1.3(F) (VantivShareholder approval), 1.3(G) and 1.3(H) (Listing on the New York Stock Exchange, effectiveness ofregistration), and 1.3(I) (Listing on the London Stock Exchange) and, if applicable, any acceptancecondition if the Merger is implemented by means of a Takeover Offer, are not subject to this provisionof the Code.
3. Implementation by way of Takeover Offer
3.1 Subject to obtaining the consent of the Panel and in accordance with the terms of the Co-operationAgreement, Vantiv and/or Bidco reserves the right to elect to implement the Merger by way of aTakeover Offer as an alternative to the Scheme, if: (i) Worldpay provides its written consent (anAgreed Switch), (ii) in the event that (a) the Meetings are not held on or before the 22nd day after theirrespective expected dates as set out in the expected timetable of principal events on pages 10 to 11 ofthis document (or such later date as may be agreed in writing between the parties with the consent ofthe Panel and the approval of the Court (if such approval is required)), or (b) the Court Hearing is notheld on or before the 22nd day after the expected date as set out in the expected timetable of principalevents on pages 10 to 11 of this document (or such later date as may be agreed in writing between theparties with the consent of the Panel and the approval of the Court (if such approval is required)), (iii)the Worldpay Board withdraws or materially and adversely qualifies its recommendation of theMerger, or (iv) a third party announces a firm intention to make an offer for the entire issued and to beissued ordinary share capital of Worldpay and the Worldpay Board recommends the WorldpayShareholders to accept such offer (or, if it is to be implemented by way of a scheme of arrangementpursuant to Part 26 of the Companies Act, to vote in favour of such scheme) or fails to publiclyreaffirm its unanimous and unconditional recommendation to the Worldpay Shareholders to vote infavour of the Scheme within five days of being requested by Vantiv in writing to do so.
3.2 In such event, such Takeover Offer will be implemented on the same terms and conditions, so far asapplicable, as those which would apply to the Scheme subject to appropriate amendments to reflect thechange in method of effecting the Takeover Offer, including (without limitation) the inclusion of anacceptance condition set at 75 per cent. of the Worldpay Shares to which the Takeover Offer relates,provided that in the event of an Agreed Switch, such acceptance condition shall be set at not less than90 per cent. of the Worldpay Shares to which the Takeover Offer relates (or such lesser percentage asmay be agreed between Vantiv and Worldpay in writing after consultation with the Panel (ifnecessary), being in any case more than 50 per cent. of the voting rights normally exercisable at ageneral meeting of Worldpay, including, for this purpose, any such voting rights attaching to WorldpayShares that are unconditionally allotted or issued before the Takeover Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription orconversion rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are receivedand/or sufficient Worldpay Shares are otherwise acquired, it is the intention of Vantiv to apply theprovisions of the Companies Act to compulsorily acquire any outstanding Worldpay Shares to whichsuch Takeover Offer relates.
4. Certain further terms of the Merger
4.1 The Scheme will lapse if the Scheme or Takeover Offer or any matter arising from or relating to theMerger becomes subject to a Phase 2 CMA Reference before the date of the Court Meeting.
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4.2 The availability of the Merger to persons not resident in the UK may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the UK should inform themselves about, andobserve, any applicable requirements. Worldpay Shareholders who are in any doubt about such mattersshould consult an appropriate independent professional adviser in the relevant jurisdiction withoutdelay and observe any applicable requirements.
4.3 The Merger will be governed by English law and be subject to the jurisdiction of the English courts andto the Conditions set out in this document. The Merger will comply with the applicable rules andregulations of the FCA and the London Stock Exchange and the Code.
4.4 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by referenceto any other Condition.
4.5 Fractions of New Vantiv Shares will not be allotted or issued to persons pursuant to the Scheme.Fractional entitlements to New Vantiv Shares will be aggregated and sold in the market and the netproceeds of sale (following the deduction of costs relating to trading and foreign exchangeconversions) distributed pro rata to the relevant Vantiv Shareholders in accordance with their fractionalentitlements (rounded down to the nearest penny).
4.6 The Worldpay Shares will be acquired by Vantiv and/or Bidco with full title guarantee, fully paid andfree from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other thirdparty rights or interests whatsoever and together with all rights existing at the date of this document orthereafter attaching thereto, including (without limitation) the right to receive and retain, in full, alldividends and other distributions (if any) declared, made or paid or any other return of capital (whetherby way of reduction of share capital or share premium account or otherwise) made on or after the dateof this document in respect of the Worldpay Shares, other than the Dividends. It is expected that Vantivwill acquire approximately 87 per cent., and Bidco will acquire approximately 13 per cent., of theWorldpay Shares.
4.7 Vantiv and Bidco reserve the right to reduce the consideration payable in respect of each WorldpayShare under the terms of the Merger to the extent that the Dividends exceed 5 pence per WorldpayShare in aggregate. If any other dividend or distribution in respect of the Worldpay Shares isannounced, declared, paid or made on or after the date of the Announcement, Vantiv and Bidco reservethe right to reduce the consideration payable in respect of each Worldpay Share by the amount of all orpart of any such dividend or other distribution. If Vantiv or Bidco exercises this right or makes such areduction in respect of a dividend or other distribution that has not been paid, Worldpay Shareholderswill be entitled to receive and retain that dividend or other distribution.
4.8 The New Vantiv Shares will be issued credited as fully paid and will rank pari passu in all respectswith the existing Vantiv Shares, save that they will not participate in any dividend payable by Vantivwith reference to a record date prior to the Effective Date.
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PART FOUR
DESCRIPTION OF THE NEW VANTIV SHARES
Type and class of securities Vantiv will issue up to 134.4 million new shares of Class A common stock ofpar value US$0.00001 in the capital of Vantiv pursuant to the Merger. Whentrading on the New York Stock Exchange, the New Vantiv Shares will tradeunder the ISIN US92210H1059 under the ticker symbol “WP”, as the combinedcompany will be named Worldpay, Inc.
When trading on the London Stock Exchange the Vantiv Shares will beregistered with ISIN number US92210H1059 and SEDOL number BF38YR0and will trade under the ticker symbol “WPY”.
Currency of the securitiesissue
The Vantiv Shares are priced in US dollars, and are quoted and traded on theNew York Stock Exchange in US dollars. The Vantiv Shares will be quoted andtraded on the London Stock Exchange in pounds sterling.
The number of issued andfully paid Vantiv Shares
As at the Latest Practicable Date, there were 162,539,754 Vantiv Shares in issueand fully paid. The Vantiv Shares have a par value of US$0.00001.
A description of the rightsattached to the securities
The New Vantiv Shares will be shares of Class A common stock in the capitalof Vantiv of par value US$0.00001. The New Vantiv Shares will be credited asfully paid and will rank pari passu in all respects with the Vantiv Shares in issueas at the date of this document, save that they will not participate in anydividend payable or distribution by Vantiv by reference to a record date prior tothe Effective Date.
The Vantiv Shares rank equally for voting purposes as between the VantivShares. Each holder of Vantiv Shares has one vote for every Vantiv Share held.
Each Vantiv Share ranks equally for any dividend declared and all dividends shallbe declared and paid according to the amounts paid up on the Vantiv Shares.
Restrictions on the freetransferability of thesecurities
Neither the certificate of incorporation nor the bylaws of Vantiv contain anyrestrictions on the transfer of Vantiv Shares or New Vantiv Shares. New VantivShares have not been registered under the US Securities Act and may not beoffered or sold in the United States absent registration or an applicableexemption from the registration requirements of the US Securities Act.
Admission The Vantiv Shares currently in issue are admitted to trading on the New YorkStock Exchange (NYSE: VNTV). Application will be made to the New YorkStock Exchange for the New Vantiv Shares to be admitted to trading.
An application will also be made by or on behalf of Vantiv to the FCA for theVantiv Shares to be admitted to the standard segment of the Official List and tothe London Stock Exchange for the Vantiv Shares (including the New VantivShares) to be admitted to trading on its Main Market.
No application has been made or is currently intended to be made for the NewVantiv Shares to be admitted to listing or trading on any other exchange.
The New York Stock Exchange is not a regulated market for the purposes of theEuropean Union Directive 2003/71/EC, as amended.
Dividend policy Vantiv has not declared or paid any cash dividends on Vantiv Shares since itsinitial public offering, and Vantiv does not intend to do so in the foreseeablefuture. Vantiv currently intends to retain its future earnings, if any, to repayindebtedness and to support its general corporate purposes. Vantiv is a holdingcompany that does not conduct any business operations of its own. As a result,Vantiv’s ability to pay cash dividends on Vantiv Shares, if any, is dependentupon cash dividends and distributions and other transfers from group entities.The amounts available to Vantiv to pay cash dividends are also restricted by itssubsidiaries’ debt agreements, and, to the extent that Vantiv requires additionalfunding, the sources of such additional funding may prohibit the payment of adividend. As a result, appreciation in the price of Vantiv Shares, if any, will bethe only source of gain on an investment in Vantiv Shares.
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PART FIVE
NOTES FOR MAKING ELECTIONS UNDER THE MIX AND MATCH FACILITY
(For the attention of all Worldpay Shareholders other than Election Restricted Shareholders)
If you wish to receive the Standard Consideration (55 pence in cash and 0.0672 New Vantiv Shares for eachScheme Share that you hold at the Scheme Record Time), DO NOT RETURN a Form of Election or send anElectronic Election.
If you hold Scheme Shares in certificated form (that is, not in CREST) and you wish to make a Mix andMatch Election:
• You must complete and sign a Form of Election in accordance with the instructions printed thereon andreturn it to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Apre-paid envelope, for use in the UK only, is enclosed for your convenience.
• The Election Return Time (being the last time for lodging your Form of Election or making your ElectronicElection) is 6.00 p.m. on 12 January 2018, as set out in the expected timetable of principal events on pages10 to 11 of this document.
• Any changes to the Election Return Time will be announced by Worldpay via a Regulatory InformationService in due course, with such announcement being made available on Vantiv’s and Worldpay’s websitesat www.vantiv.com and www.investors.worldpay.com, respectively.
If you hold Scheme Shares in uncertificated form (i.e. in CREST) and you wish to make a Mix and MatchElection:
• You may submit your election electronically by taking (or procuring to be taken) the actions set out belowto transfer the Scheme Shares in respect of which you wish to make a Mix and Match Election to an escrowbalance, using an Electronic Election specifying Equiniti (in its capacity as a CREST participant under theID 5RA80) as the escrow agent.
• The Election Return Time (being the last time for lodging your Form of Election or making your ElectronicElection) is 6.00 p.m. on 12 January 2018, as set out in the expected timetable of principal events on pages10 to 11 of this document.
• Any changes to the Election Return Time will be announced by Worldpay via a Regulatory InformationService in due course, with such announcement being made available on Vantiv’s and Worldpay’s websitesat www.vantiv.com and www.investors.worldpay.com, respectively.
• If you wish to make a Mix and Match Election by completing a Form of Election you must rematerialiseyour Worldpay Shares by completing a CREST stock withdrawal form and you may request a Form ofElection by contacting the Shareholder Helpline on the telephone number set out on page 9 of thisdocument.
If you are an Election Restricted Shareholder or hold Scheme Shares on behalf of an Election RestrictedShareholder:
• Election Restricted Shareholders will not be sent a Form of Election and will not be entitled to participate inthe Mix and Match Facility.
• You should inform yourself about and should observe any applicable legal or regulatory requirements in thejurisdiction in which you or the Scheme Shareholder(s) on whose behalf you hold Scheme Shares arelocated. If you are in any doubt about your position, you should consult your professional adviser in therelevant territory. The Mix and Match Facility will not be available to Election Restricted Shareholders.
If you hold Scheme Shares in both certificated and uncertificated form and/or if you hold shares in two or moredesignated accounts and you wish to make a Mix and Match Election in respect of all such holdings, you mustmake a separate election in respect of each holding.
If you need further copies of the Form of Election, please telephone the Shareholder Helpline on 0333 207 6334.From outside the UK please call +44 (0) 121 415 0931. Calls to the Shareholder Helpline from outside the UK
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will be charged at the applicable international rate. Lines are open from 8.30 a.m. to 5.30 p.m. (London time)Monday to Friday (except English and Welsh public holidays). Different charges may apply to calls from mobiletelephones and calls may be recorded and randomly monitored for security and training purposes. Please notethat the Shareholder Helpline operators cannot provide advice on the merits of the Scheme or the Merger or theMix and Match Facility or give financial, tax, investment or legal advice.
Further information on the Mix and Match Facility
A Mix and Match Election will only be accepted under the Mix and Match Facility in respect of a whole numberof Scheme Shares. Any Mix and Match Election which is made in respect of a number of Scheme Shares whichis not a whole number shall be deemed to be made in respect of the nearest whole number of Scheme Shareswhen rounded down.
Each Worldpay Shareholder (other than Restricted Shareholders) will automatically receive the StandardConsideration (55 pence and 0.0672 New Vantiv Shares). The Mix and Match Facility, however, allowsWorldpay Shareholders (other than Election Restricted Shareholders) to make elections on the following basis:
(A) for every 55 pence in cash, approximately 0.0101 of a New Vantiv Share to add to the 0.0672 New VantivShares already due, so as to surrender all of their cash component in respect of that Scheme Share;10 or
(B) for every 0.0672 New Vantiv Share, approximately 365 pence in cash to add to the 55 pence per WorldpayShare already due, so as to surrender all of their New Vantiv Share entitlement in respect of that SchemeShare.11
The basis for making elections under the Mix and Match Facility has been determined with reference to theclosing price per Vantiv share of US$72.40 on the Latest Practicable Date and an exchange rate of US$1.3333:£1(being the exchange rate at 5.00 p.m. (London time) on the Latest Practicable Date).
IMPORTANT: An election under the Mix and Match Facility does not guarantee that you will receiveeither approximately 0.0773 New Vantiv Shares under the More Shares Option or approximately420 pence under the More Cash Option in respect of each Worldpay Share so elected. Elections under theMix and Match Facility could be scaled back pro rata, with any unsuccessful elections for the More CashOption or More Shares Option being treated as an election to receive the Standard Consideration of55 pence and 0.0672 New Vantiv Shares.
Cash Elections and Share Elections will be satisfied only to the extent that other Scheme Shareholders makeequal and opposite Mix and Match Elections. To the extent that Share Elections or Cash Elections cannot besatisfied in full: (i) the number of Scheme Shares in respect of which a Share Election or Cash Election has beenmade shall be scaled down pro rata in proportion to the number of Scheme Shares in respect of which therelevant Mix and Match Election is made (or as near thereto as Worldpay, Vantiv and Bidco in their absolutediscretion consider practicable amongst electors); and (ii) the balance of the Scheme Shares the subject of suchMix and Match Election shall be deemed to be Scheme Shares in respect of which no Mix and Match Electionhas been made.
Minor adjustments to the entitlements of Scheme Shareholders pursuant to Mix and Match Elections made underthe Scheme may be made by Equiniti or Computershare under instruction from Worldpay, Vantiv and Bidco on abasis that Worldpay, Vantiv and Bidco consider to be fair and reasonable to the extent necessary to satisfy allentitlements pursuant to Mix and Match Elections under the Scheme as nearly as may be practicable. Suchadjustments shall be final and binding on Scheme Shareholders.
You should be aware that if you buy or sell Scheme Shares after having made a Mix and Match Electionthen the number of Scheme Shares to which your Mix and Match Election applies may be affected as setout below.
If a Scheme Shareholder has made a valid election in respect of ALL of his Scheme Shares then:
(A) the validity of the Cash Election or the Share Election (as the case may be) shall not be affected by anyalteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the SchemeRecord Time; and
(B) accordingly, the Cash Election or the Share Election (as the case may be) will apply in respect of all of theScheme Shares which the Scheme Shareholder holds immediately prior to the Scheme Record Time.
10 The full amount of a New Vantiv Share for every 55 pence in cash under the More Shares Option is 0.0101286602209945 of a NewVantiv Share.
11 The full amount of cash for every 0.0672 New Vantiv Share under the More Cash Option is 364.905122628066 pence.
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If a Scheme Shareholder has made a valid Cash Election and/or a valid Share Election in respect of a specifiednumber, representing part, but not all, of his Scheme Shares and immediately prior to the Scheme Record Timethe number of Scheme Shares held by the Scheme Shareholder is:
(A) equal to or in excess of the number of Scheme Shares to which such Mix and Match Election(s) relate, thenthe validity of the Mix and Match Election(s) made by the Scheme Shareholder shall not be affected by anyalteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to the SchemeRecord Time and any reduction in his holding shall be treated first as a disposal of those Scheme Shares inrespect of which he did not make such Mix and Match Election; or
(B) less than the aggregate number of Scheme Shares to which such Mix and Match Election(s) relate, then:
(i) if the Scheme Shareholder has made only a valid Cash Election, he shall be treated as having made aCash Election in respect of his entire holding of Scheme Shares;
(ii) if the Scheme Shareholder has made only a valid Share Election, he shall be treated as having made aShare Election in respect of his entire holding of Scheme Shares; and
(iii) if the Scheme Shareholder has made both a valid Cash Election and a valid Share Election, then:
(a) Share Elections made by the Scheme Shareholder shall be reduced so as to apply to the number ofScheme Shares calculated by multiplying (i) the number of Scheme Shares held by the SchemeShareholder immediately prior to the Scheme Record Time by (ii) the fraction calculated bydividing the number of Scheme Shares the subject of the relevant Share Elections above by theaggregate number of Scheme Shares the subject of all of the Share Elections and Cash Electionsmade by the Scheme Shareholder, rounding down to the nearest whole number of Scheme Shares;and
(b) the Cash Elections made by the Scheme Shareholder shall be reduced so as to apply to all theScheme Shares held by the Scheme Shareholder immediately prior to the Scheme Record Timewhich are not the subject of Share Elections as scaled down pursuant to sub-paragraph (a) above.
Scheme Shares held in uncertificated form (that is, in CREST)
Shareholders (who are not Election Restricted Shareholders) who hold their Scheme Shares in uncertificatedform and who wish to make an election under the Mix and Match Facility in respect of some or all of theirScheme Shares should make an Electronic Election as described below.
If you are a CREST personal member you should refer to your CREST sponsor before taking any action. YourCREST sponsor will be able to confirm details of your participant ID and the member account ID under whichyour Scheme Shares are held. In addition, only your CREST sponsor will be able to send the Electronic Electionto Euroclear in relation to your Scheme Shares.
You should send (or, if you are a CREST personal member, procure that your CREST sponsor sends) anElectronic Election to Euroclear which must be properly authenticated in accordance with Euroclear’sspecifications and which must contain, in addition to the other information that is required for an ElectronicElection to settle in CREST, the following details:
(A) the number of Scheme Shares in respect of which you are making a Mix and Match Election (such SchemeShares to be transferred to an escrow balance);
(B) your member account ID;
(C) your participant ID;
(D) the participant ID of the escrow agent, Equiniti, in its capacity as a CREST Receiving Agent. This is‘‘5RA80’’;
(E) the relevant member account ID(s) of the escrow agent, Equiniti, in its capacity as a CREST ReceivingAgent:
(i) to make a Cash Election, this is ‘‘WLDPCASH’’; and
(ii) to make a Share Election, this is ‘‘WLDPSHAR’’;
(iii) the ISIN of the relevant Scheme Shares (this is ‘‘GB00BYYK2V80’’);
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(F) the intended settlement date (this should be as soon as possible and in any event by 6.00 p.m. on 12 January2018);
(G) the corporate action number for the transaction, which is allocated by Euroclear and can be found byviewing the relevant corporate action details on screen in CREST;
(H) CREST standard delivery instructions priority of 80; and
(I) a contact name and telephone number (inserted in the shared note field of the Electronic Election).
After making the Electronic Election, you will not be able to access the Scheme Shares concerned in CREST forany transaction or for charging purposes. If the Scheme is implemented in accordance with its terms, the escrowagent will arrange for the cancellation of the Scheme Shares. You are recommended to refer to the CRESTManual published by Euroclear for further information on the CREST procedure outlined above. An ElectronicElection is revocable. Please refer to the CREST Manual for information about how to withdraw an ElectronicElection.
Withdrawals
If you have returned a Form of Election and subsequently wish to withdraw or amend that Mix and MatchElection, please contact Equiniti in writing by 1.00 p.m. on 12 January 2018. Please clearly specify whether youwould like to withdraw or amend the Mix and Match Election that you have made and ensure that your requestcontains an original signature. Any written requests of this nature should be sent to Equiniti, Corporate Actions,Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. It is at Equiniti’s absolute discretion to requirethe submission of a new Form of Election if an amendment is requested. If your Mix and Match Election wasmade through an Electronic Election, you may withdraw your Mix and Match Election through CREST bysending (or, if you are a CREST sponsored member, procuring that your CREST sponsor sends) an ESAinstruction to settle in CREST by no later than 1.00 p.m. on 12 January 2018 in relation to each Mix and MatchElection to be withdrawn. Each ESA instruction must, in order for it to be valid and to settle, include thefollowing details:
(A) the number of Scheme Shares to be withdrawn, together with their ISIN number, which is‘‘GB00BYYK2V80’’;
(B) your member account ID;
(C) your participant ID;
(D) the participant ID of the escrow agent, Equiniti, in its capacity as a CREST Receiving Agent. This is‘‘5RA80’’;
(E) the relevant member account ID(s) of the escrow agent, Equiniti, in its capacity as a CREST ReceivingAgent included in the relevant Mix and Match Election (this is either WLDPCASH if a Cash Election wasmade or WLDPSHAR if a Share Election was made);
(F) the CREST transaction ID of the Mix and Match Election to be withdrawn;
(G) the intended settlement date for the withdrawal;
(H) the corporate action number for the transaction – this is allocated by Euroclear and can be found by viewingthe relevant corporate action details on screen in CREST; and
(I) CREST standard delivery instructions priority of 80.
Any such withdrawal will be conditional upon Equiniti verifying that the withdrawal request has been validlymade. Accordingly, Equiniti will on behalf of Worldpay, Vantiv and Bidco reject or accept the withdrawal oramendment by transmitting in CREST a receiving agent reject (‘‘AEAD’’) or receiving agent accept (‘‘AEAN’’)message.
Late or incomplete Mix and Match Elections
If any Form of Election or Electronic Election in respect of a Mix and Match Election is either received after theElection Return Time, which is currently expected to be 6.00 p.m. on 12 January 2018 (or such other time (ifany) to which the right to make a Mix and Match Election may be amended), or is received before such time anddate but is not valid or complete in all respects at such time and date, such Mix and Match Election shall, for all
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purposes, be void, and thus the Worldpay Shareholder will receive the Standard Consideration (unless Worldpay,Vantiv and Bidco, in their absolute discretion, elect to treat as valid, in whole or in part, any such Mix and MatchElection).
General
Without prejudice to any other provision of this section or the Form of Election or otherwise, Worldpay, Vantivand Bidco reserve the right (subject to the terms of the Merger and the provisions of the Code) to treat as valid inwhole or in part any Mix and Match Election which is not entirely in order.
No acknowledgements of receipt of any Form of Election, Electronic Election or other documents will be given.All communications, notices, other documents and remittances to be delivered by, to, from or on behalf ofholders of Scheme Shares (or their designated agent(s)) or as otherwise directed will be delivered by or to or sentto or from such holders of Scheme Shares (or their designated agent(s)) entirely at their own risk.
Worldpay, Vantiv, Bidco and their respective agents reserve the right to notify any matter to all or any SchemeShareholders with registered addresses outside the UK or to the nominees, trustees or custodians for such SchemeShareholders by announcement in the UK or paid advertisement in any daily newspaper published and circulatedin the UK or any part thereof, in which case such notice shall be deemed to have been sufficiently givennotwithstanding any failure by any such Scheme Shareholders to receive or see such notice. All references in thisdocument to notice in writing, or the provision of information in writing, by or on behalf of Worldpay, Vantiv,Bidco and their respective agents shall be construed accordingly. No such document shall be sent to an addressoutside the UK where it would or might infringe the laws of that jurisdiction or would or might requireWorldpay, Vantiv or Bidco to obtain any governmental or other consent or to effect any registration, filing orother formality with which, in the opinion of Worldpay, Vantiv or Bidco, it would be unable to comply or whichit regards as unduly onerous.
The Form of Election and all Mix and Match Elections thereunder, all action taken or made or deemed to betaken or made pursuant to any of these terms shall be governed by and interpreted in accordance with Englishlaw.
Execution of a Form of Election or the submission of an Electronic Election by or on behalf of a SchemeShareholder will constitute his agreement that the courts of England are (subject to the paragraph below) to havenon-exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect,interpretation or performance of a Form of Election or the submission of an Electronic Election, and for suchpurposes that he irrevocably submits to the jurisdiction of the English courts.
Execution of a Form of Election or the submission of an Electronic Election by or on behalf of a SchemeShareholder will constitute his agreement that the agreement in the paragraph above is included for the benefit ofWorldpay, Vantiv and Bidco and their respective agents and accordingly, notwithstanding the agreement in theparagraph above, each of Worldpay, Vantiv and Bidco and their respective agents shall retain the right to, andmay in its absolute discretion, bring proceedings in the courts of any other country which may have jurisdictionand that the electing Scheme Shareholder irrevocably submits to the jurisdiction of the courts of any suchcountry.
If the Scheme is not implemented in accordance with its terms any Mix and Match Election made shall cease tobe valid.
None of Worldpay, Vantiv, Bidco, Equiniti, the Transfer Agent, Computershare or any of their respectiveadvisers or any person acting on behalf of any one of them shall have any liability to any person for any loss oralleged loss arising from any decision as to the treatment of Mix and Match Elections under the Scheme on anyof the bases set out in this section or otherwise in connection therewith.
Unsettled trades
As at the close of trading on the last day of dealings in Worldpay Shares prior to the Effective Date there may beunsettled, open trades for the sale and purchase of Worldpay Shares within CREST. The Worldpay Shares thatare the subject of such unsettled trades will be treated under the Scheme in the same way as any other WorldpayShare registered in the name of the relevant seller under that trade. Consequently, those Worldpay Shares will bereclassified and transferred under the Scheme and the seller will receive the appropriate Cash Consideration andNew Vantiv Shares or Vantiv DIs representing New Vantiv Shares in accordance with the terms of the Mergerand any valid Mix and Match Election made by the seller.
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However, CREST will automatically require the seller to settle that unsettled trade in Vantiv DIs at the sameexchange ratio provided by the terms of the Merger. Consequently, a seller within CREST will need to ensurethat it holds or acquires the appropriate number of Vantiv DIs necessary to satisfy that trade at the relevant time.This position will be confirmed in due course by way of a CREST bulletin to all CREST participants.
Helpline
If you have any questions relating to this document or the completion and return of the Forms of Proxy or theForm of Election, please call the Shareholder Helpline on 0333 207 6334. From outside the UK please call+44 (0) 121 415 0931. Calls to the Shareholder Helpline from outside the UK will be charged at the applicableinternational rate. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except Englishand Welsh public holidays). Different charges may apply to calls from mobile telephones and calls may berecorded and randomly monitored for security and training purposes.
Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme or theMerger or give financial, tax, investment or legal advice.
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PART SIX
THE SCHEME OF ARRANGEMENT
IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)
CR-2017-007591
IN THE MATTER OF WORLDPAY GROUP PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
SCHEME OF ARRANGEMENT
(under Part 26 of the Companies Act 2006)
between
WORLDPAY GROUP PLC
AND
THE HOLDERS OF THE SCHEME SHARES
(as defined below)
PRELIMINARY
(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the followingmeanings:
Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vantiv UK Limited, a newly-incorporated English company withregistered number 10889371;
business day . . . . . . . . . . . . . . . . . . . . . . a day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normalbusiness;
Cash Election . . . . . . . . . . . . . . . . . . . . . has the meaning given in clause 4(C)(iii);
certificated or in certificated form . . . . in relation to a Scheme Share, one which is not in uncertificated form(that is, not in CREST);
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers;
Companies Act . . . . . . . . . . . . . . . . . . . . the Companies Act 2006, as amended;
Computershare . . . . . . . . . . . . . . . . . . . Computershare Investor Services PLC;
Conditions . . . . . . . . . . . . . . . . . . . . . . . the conditions to the implementation of the Merger, as set out in PartThree of the Scheme Document;
Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales;
Court Hearing . . . . . . . . . . . . . . . . . . . . the hearing of the Court at which the Court Order will be sought;
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Court Meeting . . . . . . . . . . . . . . . . . . . . the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification) this Scheme;
Court Order . . . . . . . . . . . . . . . . . . . . . . the order of the Court sanctioning the Scheme under section 899 ofthe Companies Act;
CREST . . . . . . . . . . . . . . . . . . . . . . . . . . the system for the paperless settlement of trades in securities and theholding of uncertificated securities operated by Euroclear inaccordance with the relevant system (as defined in the Regulations) ofwhich Euroclear is the Operator (as defined in the Regulations);
CTCNA . . . . . . . . . . . . . . . . . . . . . . . . . . Computershare Trust Company N.A., a federally chartered trustcompany having its principal office and place of business at 250Royall Street, Canton, Massachusetts, as custodian for Computersharein connection with the Vantiv DIs;
DRS or the Direct RegistrationSystem . . . . . . . . . . . . . . . . . . . . . . . . . a system that allows electronic direct registration of securities in an
investor’s name on the books for the transfer agent or issuer, andallows shares to be transferred between a transfer agent and brokerelectronically;
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Depository Trust Company, wholly owned subsidiary of TheDepository Trust and Clearing Corporation;
Effective . . . . . . . . . . . . . . . . . . . . . . . . . the Scheme having become effective pursuant to its terms, upon thedelivery of the Court Order to the Registrar of Companies;
Effective Date . . . . . . . . . . . . . . . . . . . . . the date on which this Scheme becomes Effective in accordance withits terms;
Election Restricted Jurisdiction . . . . . . any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if a WorldpayShareholder resident in such jurisdiction is offered the right to makean election under the Mix and Match Facility;
Election Restricted Shareholders . . . . . Restricted Shareholders and Worldpay Shareholders with registeredaddresses in, or who are resident and/or located in, one or moreElection Restricted Jurisdiction;
Election Return Date . . . . . . . . . . . . . . . 12 January 2018 or such other date as may be announced byWorldpay to a Regulatory Information Service (with suchannouncement being made available on Vantiv’s and Worldpay’swebsites at www.vantiv.com and www.investors.worldpay.com,respectively, and communicated to Worldpay Shareholders at aroundthe same date as such announcement), such announcement beingmade prior to a date that would, absent such an announcement, be theElection Return Date;
Election Return Time . . . . . . . . . . . . . . 6.00 p.m. on the Election Return Date;
Electronic Election . . . . . . . . . . . . . . . . a Transfer to Escrow instruction made in respect of the Mix andMatch Facility by a Scheme Shareholder who holds Scheme Shares inuncertificated form immediately prior to the Election Return Time inaccordance with the procedure detailed in Part Five of the SchemeDocument;
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . Euroclear UK & Ireland Limited;
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Form of Election . . . . . . . . . . . . . . . . . . the form of election in respect of the Mix and Match Facility to bedespatched to Worldpay Shareholders together with the SchemeDocument;
holder . . . . . . . . . . . . . . . . . . . . . . . . . . . a registered holder and includes any person(s) entitled bytransmission;
Latest Practicable Date . . . . . . . . . . . . . 24 November 2017;
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . the recommended acquisition by Vantiv and Bidco of the entireissued and to be issued ordinary share capital of Worldpay to beeffected by means of this Scheme (and, where the context admits, anysubsequent revision, variation, extension or renewal of the Scheme);
Mix and Match Facility . . . . . . . . . . . . . the facility provided for in clause 4 under which a SchemeShareholder (other than an Election Restricted Shareholder) mayelect, subject to elections of other Scheme Shareholders, to receivemore cash or more New Vantiv Shares in respect of his SchemeShares than he would receive absent such an election;
New Vantiv Shares . . . . . . . . . . . . . . . . the Vantiv Shares proposed to be issued by Vantiv, credited as fullypaid, as part consideration for the Merger;
Panel . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Panel on Takeovers and Mergers;
Registrar of Companies . . . . . . . . . . . . the registrar of companies in England and Wales;
Regulations . . . . . . . . . . . . . . . . . . . . . . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;
Regulatory Information Service . . . . . an information service authorised from time to time by the FinancialConduct Authority for the purposes of disseminating regulatoryannouncements;
Relevant Share Elections . . . . . . . . . . . has the meaning given in clause 4(L)(ii)(c)(A);
Restricted Jurisdictions . . . . . . . . . . . . any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if informationconcerning the Merger is sent or made available to WorldpayShareholders in that jurisdiction;
Restricted Shareholders . . . . . . . . . . . . Worldpay Shareholders with registered addresses in, or who areresident and/or located in, one or more Restricted Jurisdictions;
Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . this scheme of arrangement in its present form or with or subject toany modification, addition or condition which Worldpay, Vantiv andBidco each agree and which is approved or imposed by the Court;
Scheme Document . . . . . . . . . . . . . . . . . the circular dated 28 November 2017 sent by Worldpay to WorldpayShareholders and persons with information rights, of which thisScheme forms a part;
Scheme Record Time . . . . . . . . . . . . . . 6.00 p.m. on 12 January 2018, or such later time as Vantiv, Bidco andWorldpay may agree before the Court Hearing;
Scheme Shareholders . . . . . . . . . . . . . . holders of Scheme Shares at any relevant date or time;
Scheme Shares . . . . . . . . . . . . . . . . . . . . the Worldpay Shares which are:
(i) in issue at the date of the Scheme Document;
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(ii) issued after the date of the Scheme Document and before theVoting Record Time; and
(iii) issued at or after the Voting Record Time and before the SchemeRecord Time either on terms that the original or any subsequentholders of such shares shall be bound by the Scheme or inrespect of which their holders are, or have agreed in writing tobe, bound by the Scheme,
and, in each case, remaining in issue at the Scheme Record Time butexcluding any Worldpay Shares held in treasury at any relevant dateor time and any Worldpay Shares registered in the name of orbeneficially owned by any member of the Vantiv Group, its nomineesor any persons acting in concert with Vantiv for the purposes of theCode at any relevant date or time;
Share Election . . . . . . . . . . . . . . . . . . has the meaning given in clause 4(C)(iii);
Transfer Agent . . . . . . . . . . . . . . . . . . the transfer agent appointed by Vantiv from time to time;
uncertificated or in uncertificatedform . . . . . . . . . . . . . . . . . . . . . . . . . . in relation to a Scheme Share, one which is recorded on the relevant
register as being held in uncertificated form in CREST;
Vantiv . . . . . . . . . . . . . . . . . . . . . . . . . Vantiv, Inc., a company incorporated in Delaware with its principalexecutive office at 8500 Governor’s Hill Drive, Symmes Township,OH 45249, United States;
Vantiv DI . . . . . . . . . . . . . . . . . . . . . . a dematerialised depositary interest representing New Vantiv Sharesissued by Computershare whereby Computershare will hold NewVantiv Shares, represented by book-entry interests in the DTCsystem, via CTCNA as its custodian, on trust for the CREST memberto whom it has issued a depositary interest;
Vantiv Group . . . . . . . . . . . . . . . . . . . Vantiv and its direct and indirect subsidiaries from time to time(including Bidco);
Vantiv Shares . . . . . . . . . . . . . . . . . . . the shares of Class A common stock of par value US$0.00001 each inthe share capital of Vantiv;
Voting Record Time . . . . . . . . . . . . . 6.30 p.m. on the day which is two days before the date of the CourtMeeting or, if the Court Meeting is adjourned, 6.30 p.m. on the daywhich is two days before the date of such adjourned meeting, in eachcase excluding any day that is not a business day;
Worldpay . . . . . . . . . . . . . . . . . . . . . . Worldpay Group plc, incorporated in England and Wales withregistered number 08762327;
Worldpay CVRs . . . . . . . . . . . . . . . . the non-voting redeemable contingent value right shares with a parvalue of £1.8475 each in the capital of Worldpay;
Worldpay’s Registrar . . . . . . . . . . . . Equiniti Limited;
Worldpay Shareholders . . . . . . . . . . the holders of Worldpay Shares;
Worldpay Shares . . . . . . . . . . . . . . . . the ordinary shares of 3 pence each in the capital of Worldpay; and
(B) References to clauses, sub-clauses and paragraphs are to clauses, sub-clauses and paragraphs of thisScheme.
(C) The issued share capital of Worldpay as at the Latest Practicable Date was £60,000,000, divided into2,000,000,000 ordinary shares of 3 pence each, all of which were credited as fully paid and 1,000,000Worldpay CVRs, which are not subject to the Scheme. Worldpay does not hold any shares in treasury.
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(D) As at the Latest Practicable Date, no member of the Vantiv Group holds any Worldpay Shares.
(E) Vantiv and Bidco have, subject to the satisfaction or, where capable, waiver of the Conditions, agreed toappear by Counsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by theprovisions of this Scheme and to execute and do or procure to be executed and done all such documents,acts and things as may be necessary or desirable to be executed or done by it to give effect to this Scheme.
(F) References to times are to London time.
1. Transfer of Scheme Shares
(A) Upon and with effect from the Effective Date, Vantiv, Bidco and/or their nominee(s) shall acquire all theScheme Shares fully paid with full title guarantee, free from all liens, equities, charges, encumbrances andother interests, and together with all rights at the Effective Date or thereafter attached thereto, including theright to receive and retain all dividends and other distributions (if any) announced, declared, made or paid inrespect of the Scheme Shares by reference to a record date on or after the Effective Date. Vantiv (or itsnominee(s)) shall acquire approximately 87 per cent. of the Scheme Shares and Bidco (or its nominee(s))shall acquire approximately 13 per cent. of the Scheme Shares.
(B) For the purposes of such acquisition, the Scheme Shares shall be transferred to Vantiv and Bidco and/ortheir nominees by means of a form of transfer or other instrument or instruction of transfer and, to giveeffect to such transfers, any person may be appointed by Vantiv or Bidco as attorney or agent, and is herebyauthorised on behalf of the holder or holders concerned, to execute and deliver as transferor an instrument oftransfer (whether as a deed or otherwise) of, or give any instructions to transfer, any Scheme Shares andevery instrument or instruction of transfer so executed or instruction given shall be effective as if it had beenexecuted or given by the holder or holders of the Scheme Shares thereby transferred. Such instrument, formor instruction of transfer shall be deemed to be the principal instrument of transfer and the equitable orbeneficial interest in the Scheme Shares shall only be transferred to Vantiv and Bidco and/or theirnominee(s), together with the legal interest in such Scheme Shares, pursuant to such instruction, form orinstrument of transfer.
(C) Pending the registration of Vantiv and Bidco or their nominee(s) as the holder of any Scheme Share to betransferred pursuant to this Scheme, Vantiv and Bidco shall be empowered upon and with effect from theEffective Date to appoint any person to act as attorney or, failing that, agent on behalf of each holder of anysuch Scheme Share in accordance with such directions as Vantiv and Bidco may give in relation to anydealings with or disposal of such share (or any interest in such share), exercising any rights attached theretoor receiving any distribution or other benefit accruing or payable in respect thereof and the registered holderof such Scheme Share shall exercise all rights attaching thereto in accordance with the directions of Vantivand Bidco but not otherwise.
2. Consideration for the transfer of Scheme Shares
In consideration for the transfer of the Scheme Shares to Vantiv and Bidco and/or their nominee(s) referred to insub-clause 1(A), Vantiv and Bidco shall, subject as provided below, pay or procure that there shall be paid to forthe account of each Scheme Shareholder:
for each Scheme Share 55 pence in cash
and shall issue or procure to be issued to or for the account of each Scheme Shareholder:
for each Scheme Share 0.0672 of a New Vantiv Share
The New Vantiv Shares issued pursuant to this clause 2 and the remaining provisions of the Scheme shall beissued credited as fully paid and will rank pari passu in all respects with the Vantiv Shares in issue at the time theNew Vantiv Shares are issued, including in relation to the right to receive notice of, and to attend and vote at,general meetings of Vantiv, the right to receive and retain any dividends and other distributions declared, madeor paid by reference to a record date falling after the Effective Date and to participate in the assets of Vantivupon a return of capital whether on a winding-up of Vantiv or otherwise.
3. Fractional entitlements
No fractions of New Vantiv Shares shall be allotted to any Scheme Shareholder, but all fractions of New VantivShares to which Scheme Shareholders would otherwise have been entitled shall be aggregated and the aggregate
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of such fractions (rounded down to the nearest whole share) shall be allotted and issued to a person appointed byVantiv as nominee for such Scheme Shareholders on such terms that the nominee shall be authorised to procurethat such New Vantiv Shares shall, as soon as possible after the Effective Date, be sold on behalf of the relevantScheme Shareholder and the pro rata net proceeds (after the deduction of all expenses and dealing and foreignexchange costs) remitted to them.
4. Mix and Match Facility
(A) Elections made by Scheme Shareholders under the Mix and Match Facility will not affect the entitlementsof Scheme Shareholders who do not make any such election.
(B) An election will only be accepted under the Mix and Match Facility in respect of a whole number of SchemeShares. Any election which is made in respect of a number of Scheme Shares which is not a whole numbershall be deemed to be made in respect of the nearest whole number of Scheme Shares when rounded down.
(C) The following provisions shall apply:
(i) the aggregate number of New Vantiv Shares to be issued to Scheme Shareholders in accordance withclause 2 will not be increased or decreased as a result of elections made pursuant to this clause 4 savewhere required to accommodate rounding of individual entitlements down to the nearest whole SchemeShare;
(ii) the aggregate amount of cash consideration to be paid to Scheme Shareholders in accordance withclause 2 will not be increased or decreased as a result of elections made pursuant to this clause 4;
(iii) elections made by Scheme Shareholders to receive more New Vantiv Shares than they would receiveabsent such an election (for every 55 pence in cash, 0.0101286602209945 of a New Vantiv Share toadd to the 0.0672 New Vantiv Shares already due, so as to surrender all of their cash component inrespect of that Scheme Share, each such election a Share Election) will be satisfied only to the extentthat other Scheme Shareholders make equal and opposite elections under the Mix and Match Facilityfor more cash than they would receive absent such an election (for every 0.0672 New Vantiv Share,364.905122628066 pence in cash to add to the 55 pence per Worldpay Share already due, so as tosurrender all of their New Vantiv Share entitlement in respect of that Scheme Share, each such electiona Cash Election);
(iv) Cash Elections made by Scheme Shareholders will be satisfied only to the extent that other SchemeShareholders make equal and opposite Share Elections; and
(v) a Scheme Shareholder may make a Cash Election or a Share Election in respect of all or part of hisholding of Scheme Shares. A Scheme Shareholder may make a Cash Election in respect of some of hisScheme Shares and a Share Election in respect of others.
(D) To the extent that Share Elections or Cash Elections cannot be satisfied in full:
(i) the number of Scheme Shares in respect of which an elector has made a Share Election or CashElection will be scaled down pro rata in proportion to the number of Scheme Shares in respect of whichthe election is made (or as near thereto as Worldpay, Vantiv and Bidco in their absolute discretionconsider practicable) amongst electors; and
(ii) in respect of the balance of the Scheme Shares held by each such elector, such Scheme Shareholdershall be deemed not to have made any election.
(E) Minor adjustments to the entitlements of Scheme Shareholders pursuant to elections made under thisScheme may be made by Worldpay’s Registrar or Computershare with the prior consent of Worldpay,Vantiv and Bidco on a basis that Worldpay, Vantiv and Bidco consider to be fair and reasonable to theextent necessary to satisfy all entitlements pursuant to elections under this Scheme as nearly as may bepracticable. Such adjustments shall be final and binding on Scheme Shareholders.
(F) Elections under the Mix and Match Facility made by Scheme Shareholders who hold their Scheme Shares incertificated form shall be made by completion of a Form of Election sent to Scheme Shareholders by or onbehalf of Worldpay which shall be signed by the Scheme Shareholder or his duly authorised agent (or, in thecase of a body corporate, signed by an authorised signatory) and in the case of joint holders in like mannerby or on behalf of all such holders. To be effective the Form of Election must be completed and returned inaccordance with the instructions printed thereon so as to arrive by not later than the Election Return Time atEquiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand(during normal business hours) to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA.
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(G) Elections under the Mix and Match Facility made by Scheme Shareholders who hold their Scheme Shares inuncertificated form shall be made by way of Electronic Election. To be effective an Electronic Electionmust be made and received by not later than the Election Return Time.
(H) Upon execution and delivery by a Scheme Shareholder of a valid Form of Election or the making of a validElectronic Election (as applicable) such holder shall be bound by the terms and provisions contained in theForm of Election or the Electronic Election (as the case may be) and by the terms and provisions containedin Part Five of the Scheme Document entitled ‘‘Notes for making elections under the Mix and MatchFacility’’.
(I) If a Form of Election or an Electronic Election is received after the Election Return Time or is receivedbefore such time but is not, or is deemed not to be, valid or complete in all respects at such time, then suchelection shall be void unless Worldpay, Vantiv and Bidco, in their absolute discretion, elect to treat as validin whole or in part any such election.
(J) A Form of Election duly completed and delivered or an Electronic Election made in accordance with thisclause 4 may be withdrawn by notice to Worldpay’s Registrar in writing for those Scheme Shareholderswho have returned a Form of Election and in electronic format for those Scheme Shareholders who havemade an Electronic Election (in both cases), to be received by 6.00 p.m. on the Election Return Date.
(K) If a Scheme Shareholder has made a valid election under the Mix and Match Facility in respect of all of hisScheme Shares then:
(i) the validity of the Cash Election or the Share Election (as the case may be) shall not be affected by anyalteration in the number of Scheme Shares held by the Scheme Shareholder at any time prior to theScheme Record Time; and
(ii) accordingly, the Cash Election or the Share Election (as the case may be) will apply in respect of all ofthe Scheme Shares which the Scheme Shareholder holds immediately prior to the Scheme RecordTime.
(L) If a Scheme Shareholder has made a valid Cash Election and/or a valid Share Election in respect of aspecified number of his Scheme Shares and immediately prior to the Scheme Record Time the number ofScheme Shares held by the Scheme Shareholder is:
(i) equal to or in excess of the aggregate number of Scheme Shares to which such election(s) relate, thenthe validity of the election(s) made by the Scheme Shareholder shall not be affected by any alterationin the number of Scheme Shares held by the Scheme Shareholder in the period prior to the SchemeRecord Time and any reduction in his holding shall be treated first as a disposal of those SchemeShares in respect of which he did not make such election; or
(ii) less than the aggregate number of Scheme Shares to which such election(s) relate then:
(a) if the Scheme Shareholder has made only a valid Cash Election, he shall be treated as havingmade a Cash Election in respect of his entire holding of Scheme Shares;
(b) if the Scheme Shareholder has made only a valid Share Election, he shall be treated as havingmade a Share Election in respect of his entire holding of Scheme Shares;
(c) if the Scheme Shareholder has made both a valid Cash Election and a valid Share Election then:
(A) Share Elections made by the Scheme Shareholder (the Relevant Share Elections) shall bereduced so as to apply to the number of Scheme Shares calculated by multiplying (i) thenumber of Scheme Shares held by the Scheme Shareholder immediately prior to the SchemeRecord Time by (ii) the fraction calculated by dividing the number of Scheme Shares thesubject of the Relevant Share Elections by the aggregate number of Scheme Shares thesubject of all of the Share Elections and Cash Elections made by the Scheme Shareholder,rounding down to the nearest whole number of Scheme Shares; and
(B) Cash Elections made by the Scheme Shareholder shall be reduced so as to apply to all theScheme Shares held by the Scheme Shareholder immediately prior to the Scheme RecordTime which are not the subject of Share Elections as scaled down pursuant to clause4(L)(ii)(c)(A).
(M) No election shall be available to Election Restricted Shareholders or to any Scheme Shareholder to whomclause 7(A)(i) or 7(A)(ii) applies. Any purported election by such a Scheme Shareholder shall be void.
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5. Share certificates and cancellation of CREST entitlements
With effect from and including the Effective Date:
(A) all certificates representing Scheme Shares shall cease to have effect as documents of title to the SchemeShares comprised in the certificates and every holder of Scheme Shares shall be bound by the request ofWorldpay to deliver up the same to Worldpay, or, as it may direct, to destroy the same;
(B) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares inuncertificated form; and
(C) subject to completion of any form of transfer or other instrument or instruction of transfer as may berequired in accordance with paragraph 1(B) above, appropriate entries will be made in the register ofmembers of Worldpay to reflect the transfer of the Scheme Shares to Vantiv and/or Bidco (and/or theirnominee(s)).
6. Settlement
(A) Settlement shall be effected as follows:
(i) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares inuncertificated form, settlement of any cash consideration to which the Scheme Shareholder is entitledshall be paid by means of CREST by Bidco procuring that Computershare is instructed to create anassured payment obligation in favour of the Scheme Shareholder’s payment bank in respect of the cashconsideration due to them as soon as practicable after the Effective Date and in any event within 14days of the Effective Date, in accordance with the CREST assured payment arrangements;
(ii) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form, settlement of any cash consideration to which the Scheme Shareholder is entitledshall be settled by Bidco by cheque in pounds sterling. Cheques shall be despatched by Computershareas soon as practicable after the Effective Date and in any event within 14 days of the Effective Date;
(iii) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares inuncertificated form, Vantiv shall procure that (i) the New Vantiv Shares to which the holder of suchScheme Shares is entitled shall be issued to Cede & Co., which will be the registered holder of suchshares, as nominee for DTC; (ii) the interests in such New Vantiv Shares shall be credited by theTransfer Agent to the DTC securities deposit account of CTCNA, as custodian for Computershare; and(iii) Computershare shall issue, through CREST, Vantiv DIs representing such interests to the CRESTaccount in which such Scheme Shares were so held as soon as practicable after the Effective Date andin any event within 14 days of the Effective Date;
(iv) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Shares incertificated form, Vantiv shall procure that the New Vantiv Shares to which the holder of such SchemeShares is entitled shall be issued by the Transfer Agent through DRS, registered in the same name(s)and address as appeared on Worldpay’s register of members for each relevant Scheme Shareholder assoon as practicable after the Effective Date and in any event within 14 days of the Effective Date;
(v) Bidco reserves the right to pay any cash consideration referred to in clause 2 to all or any SchemeShareholders who hold Scheme Shares in uncertificated form immediately prior to the Scheme RecordTime in the manner referred to in clause 6(A)(ii) if, for reasons outside its reasonable control, it is notable to effect settlement in accordance with clause 6(A)(i); and
(vi) Vantiv reserves the right to allot and issue any New Vantiv Shares referred to in clause 2 to all or anyScheme Shareholders who immediately prior to the Scheme Record Time hold Scheme Shares inuncertificated form in the manner referred to in clause 6(A)(iv) if, for reasons outside its reasonablecontrol, it is not able to effect settlement in accordance with clause 6(A)(iii).
(B) As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CRESTshall be disabled and all Scheme Shares will be removed from CREST in due course.
(C) All deliveries of notices, statements of entitlement and/or cheques required to be made under this Schemeshall be made by sending the same by first class post (or by such other method as may be approved by thePanel) addressed to the person entitled thereto to the address appearing in the register of members ofWorldpay or, in the case of joint holders, to the address of the holder whose name stands first in suchregister in respect of the joint holding concerned at such time.
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(D) All cheques shall be in pounds sterling and drawn on a United Kingdom clearing bank and shall be madepayable to the Scheme Shareholder concerned or, in the case of joint holders, to all joint holders whosenames appear in the register of members of Worldpay in respect of the joint holding concerned at theScheme Record Time and the encashment of any such cheque or the creation of any such assured paymentobligation as is referred to in clause 6(A)(i) shall be a complete discharge to Vantiv and Bidco for themonies represented thereby.
(E) None of Worldpay, Vantiv, Bidco, Worldpay’s Registrar, the Transfer Agent, Computershare, the personeffecting any sale or remitting any proceeds pursuant to clause 2 or the nominee referred to in clause 5 shallbe responsible for any loss or delay in the transmission of the statements of entitlement or cheques sent toScheme Shareholders in accordance with this clause 6, which shall be posted entirely at the risk of theScheme Shareholders.
(F) The preceding paragraphs of this clause 6 shall take effect subject to any prohibition or condition imposedby law.
7. Restricted Shareholders
(A) The provisions of clauses 2, 3, 4 and 6 shall be subject to any prohibition or condition imposed by law.Without prejudice to the generality of the foregoing, if in the case of any Scheme Shareholder, Vantiv orBidco is advised that the law of a country or territory outside the United Kingdom precludes:
(i) the allotment, issue or delivery to it of New Vantiv Shares under clause 2; or
(ii) the provision to it of the right to make an election under the Mix and Match Facility pursuant toclause 4; or
in either case, precludes the same except after compliance by Worldpay, Vantiv or Bidco (as the case maybe) with any governmental or other consent or any registration, filing or other formality with whichWorldpay, Vantiv or Bidco (as the case may be) is unable to comply or compliance with which Worldpay,Vantiv or Bidco (as the case may be) regards as unduly onerous, then:
(iii) in the case of a Scheme Shareholder who is resident, located or has a registered address in a RestrictedJurisdiction or to whom clause 7(A)(i) applies, Vantiv may determine in its sole discretion that anysuch New Vantiv Shares:
(a) shall not be allotted and issued to such Scheme Shareholder but instead the New Vantiv Sharesshall be allotted and issued to a nominee, appointed by Vantiv, for such Scheme Shareholder, onterms that the nominee shall be authorised on behalf of such Scheme Shareholder to procure thatsuch New Vantiv Shares shall, as soon as practicable following the Effective Date, be sold onbehalf of such Scheme Shareholder; or
(b) shall be sold, in which event the New Vantiv Shares shall be issued to such holder and Vantivshall appoint a person to act pursuant to this clause 7 and such person shall be authorised onbehalf of such Scheme Shareholder to procure that any New Vantiv Shares in respect of whichVantiv has made such determination shall, as soon as practicable following the Effective Date, besold.
Any sale under clause 7(A)(iii) shall be carried out at the best price which can reasonably be obtained at thetime of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurredin connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid tosuch Scheme Shareholder by making a payment to such Scheme Shareholder in accordance with clause 6 asappropriate. In the absence of bad faith and/or wilful default, none of Worldpay, Vantiv, Bidco or anybroker or agent of any of them shall have any liability for any loss arising as a result of the timing or termsof any such sale.
(B) In the case of an Election Restricted Shareholder, or a Scheme Shareholder to whom clause 7(A)(ii) applies,no election made by such Scheme Shareholder under the Mix and Match Facility shall be of any effect andthe omission to send a Form of Election to such Scheme Shareholder or to recognise any election made bysuch Scheme Shareholder shall not constitute a breach by Worldpay, Vantiv or Bidco (as the case may be)of any of their respective obligations under this Scheme.
8. Dividend mandate
All mandate and communications preferences to Worldpay which are in force at the Scheme Record Timerelating to Scheme Shares shall, to the extent possible, unless and until revoked or amended, be deemed as from
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the Effective Date to be valid and effective to Vantiv and the Transfer Agent in relation to the New VantivShares issued in respect thereof.
9. Operation of this Scheme
(A) This Scheme shall become effective upon a copy of the Court Order being delivered to the Registrar ofCompanies.
(B) Unless this Scheme has become effective on or before 31 March 2018, or such later date (if any) as Vantivand Worldpay may agree and (if required) the Panel and the Court may allow, this Scheme shall neverbecome effective.
10. Modification
Worldpay, Vantiv and Bidco may jointly consent on behalf of all persons concerned to any modification of oraddition to this Scheme or to any condition which the Court may approve or impose. Any such modification oraddition shall require the consent of the Panel where such consent is required under the Code.
Dated: 28 November 2017
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PART SEVEN
FINANCIAL INFORMATION
1. Vantiv Group financial information incorporated by reference
The following sets out the financial information in respect of the Vantiv Group required by Rule 24.3 of theCode. The documents referred to below are incorporated into this document by reference pursuant to Rule 24.15of the Code.
Information incorporated by reference Hyperlinks PagesTrading update for the third quarter of the financialyear ended 31 December 2017
https://www.sec.gov/Archives/edgar/data/1533932/000153393217000143/vntv-2017930x10q.htm
4-33
Trading update for the second quarter of thefinancial year ended 31 December 2017
https://www.sec.gov/Archives/edgar/data/1533932/000153393217000130/vntv-2017630x10q.htm
4-34
Trading update for the first quarter of the financialyear ended 31 December 2017
https://www.sec.gov/Archives/edgar/data/1533932/000153393217000092/vntv-2017331x10q.htm
4-27
Annual Report and Accounts for the financial yearended 31 December 2016
http://www.sec.gov/Archives/edgar/data/1533932/000153393217000015/vntv-20161231x10k.htm
50-88
Annual Report and Accounts for the financial yearended 31 December 2015
http://www.sec.gov/Archives/edgar/data/1533932/000153393216000320/vntv-20151231x10k.htm
50-88
2. Bidco financial information
As Bidco was incorporated on 28 July 2017, no financial information is available or has been published inrespect of it. Bidco has not traded since its date of incorporation. There are no current ratings or outlookspublicly accorded to Bidco by rating agencies. Bidco has paid no dividends and has not entered into anyobligations other than in connection with the Merger and the financing of the Merger summarised in paragraph11 of Part Eleven of this document. As at the date of this document, the issued share capital of Bidco was 100ordinary shares of £1.00.
3. Effect of Scheme becoming Effective on the Vantiv Group
The Vantiv Directors expect the Merger to be modestly dilutive to the Combined Company’s pro forma adjustednet income per share in 2018, and accretive to the Combined Company’s pro forma adjusted net income per sharein 2019 and thereafter.
On a pro forma basis assuming the Merger had become Effective on 30 September 2017 and taking into accountthe financing arrangements entered into by Vantiv, LLC in connection with the Merger and the Fifth ThirdTransaction and the expected approximately US$200 million annual recurring pre-tax cost synergies as set out inparagraph 3 of Part Two, the Combined Company’s gross and net leverage, calculated as debt/EBITDA (for the12 months ended 30 September 2017), would be 4.7x and 4.4x respectively. It is expected that the CombinedCompany, with its strong credit profile and attractive cash flow, will look to reduce leverage on a consistent basisover the medium term, including a target of de-levering to a 4.0x debt to EBITDA leverage ratio over the next 12to 18 months.
On a pro forma basis and assuming that the Merger had become Effective on 30 September 2017, the CombinedCompany would have had total net assets of approximately US$9.9 billion (based on the net assets of the VantivGroup and the Worldpay Group as at 30 September 2017 and an exchange rate of US$1.3395:GBP1 at 5.00 p.m.(London time) on 30 September 2017).
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4. Worldpay financial information incorporated by reference
The following sets out the financial information in respect of Worldpay as required by Rule 24.3 of the Code.The following documents, the contents of which have previously been announced through a RegulatoryInformation Service, are incorporated by reference into this document pursuant to Rule 24.15 of the Code:
Information incorporated by reference Hyperlinks PagesTrading update for the third quarter of the financialyear ended 31 December 2017
http://investors.worldpay.com/~/media/Files/W/Worldpay-V2/documents/proposed-offer/posting-of-vantiv-proxy-and-wpg-results-update.pdf
15-33
Trading update for first half of the financial yearended 31 December 2017
http://investors.worldpay.com/~/media/Files/W/Worldpay-V2/annual-reports/hy-2017-statement.pdf
23-43
Annual Report and Accounts for the financial yearended 31 December 2016
http://investors.worldpay.com/~/media/Files/W/Worldpay-V2/annual-reports/worldpay-ar16.pdf
100-148
Annual Report and Accounts for the financial yearended 31 December 2015
http://investors.worldpay.com/~/media/Files/W/Worldpay-V2/annual-reports/worldpay-annual-report-and-accounts-2015-final.pdf
113-161
5. Hard copies
A person who has received this document may request a hard copy of any documents or information incorporatedby reference into this document.
Recipients of this document may request hard copies of the above-referenced financial information relating toWorldpay by contacting Equiniti on 0333 207 6334 or on +44 (0) 121 415 0931 from outside the UK (calls tothis number from outside the UK will be charged at the applicable international rate). Equiniti is open between8.30 a.m. and 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales.
Hard copies of the above-referenced financial information will not be sent to recipients of this document unlessspecifically requested.
6. No incorporation of website information
Save as expressly referred to in this document, neither the content of the Worldpay website or the Vantivwebsite, nor the content of any website accessible from hyperlinks on the Worldpay website or the Vantivwebsite, is incorporated into, or forms part of, this document.
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PART EIGHT
ADDITIONAL INFORMATION FOR OVERSEAS SHAREHOLDERS
1. General
This document has been prepared for the purposes of complying with English law, the Code and the ListingRules and the information disclosed may not be the same as that which would have been disclosed if thisdocument had been prepared in accordance with the laws of jurisdictions outside the UK.
It is the responsibility of any person into whose possession this document comes to satisfy themselves as to thefull observance of the laws of the relevant jurisdiction in connection with the Merger, including the obtaining ofany governmental, exchange control or other consents which may be required and/or compliance with othernecessary formalities which are required to be observed and the payment of any issue, transfer or other taxes orlevies due in such jurisdiction.
This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe forshares in any jurisdiction in which such offer or solicitation is unlawful.
Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and taxconsequences of the Scheme.
The availability of the Scheme and the Merger to Overseas Shareholders may be affected by the laws of therelevant jurisdictions in which they are located. Overseas Shareholders should inform themselves about andshould observe any applicable legal or regulatory requirements. It is the responsibility of all OverseasShareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connectiontherewith, including the obtaining of any governmental, exchange control or other consents which may berequired, or the compliance with other necessary formalities which are required to be observed and the paymentof any issue, transfer or other taxes due in such jurisdiction.
The release, publication or distribution of this document and/or any accompanying documents in or into or fromjurisdictions other than the UK or the United States may be restricted by law and therefore any persons who aresubject to the law of any jurisdiction other than the UK or the United States should inform themselves about, andobserve, any applicable legal or regulatory requirements. In particular, the ability of persons who are not residentin the UK to vote their Worldpay Shares with respect to the Scheme at the Meetings, or to appoint another personas proxy may be affected by the laws of the relevant jurisdictions in which they are located. Any failure tocomply with the applicable restrictions may constitute a violation of the securities laws of any such RestrictedJurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Mergerdisclaim any responsibility or liability for the violation of such restrictions by any person or any other failure tosatisfy any applicable laws, regulations or requirements.
Unless otherwise determined by Vantiv or required by the Code, and permitted by applicable law and regulation,the Merger will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so wouldviolate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means,instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of thatjurisdiction. Accordingly, copies of this document and all documents relating to the Merger are not being, andmust not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from ajurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document andall documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwisedistribute or send them in, into or from such jurisdictions where to do so would violate the laws in thatjurisdiction.
The availability of New Vantiv Shares under the Merger to Worldpay Shareholders who are not resident in theUnited Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they areresident. Vantiv may determine in its sole discretion that no New Vantiv Shares shall be allotted and issued toany such Scheme Shareholder. In such a case, and in the case of Restricted Shareholders:
(i) no Mix and Match Election shall be valid or accepted in relation to such shareholder;
(ii) the New Vantiv Shares shall be issued to a nominee appointed by Vantiv on behalf of such holder on termsthat the nominee shall, as soon as practicable following the Effective Date, sell the New Vantiv Shares soissued with the net proceeds of such sale being remitted to such shareholder; or
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(iii) the New Vantiv Shares shall be issued to and sold on behalf of such shareholder with the net proceeds ofsuch sale being remitted to such shareholder.
In particular, New Vantiv Shares may not be allotted and issued to Scheme Shareholders resident, located or witha registered address in Saudi Arabia, Bahrain, Mexico, Israel, Kazakhstan, East Timor, Oman, Monaco,Guernsey, Brunei, Azerbaijan, Sudan, Egypt and Taiwan. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable legal and regulatory requirements.
Overseas Shareholders with a registered address in a Restricted Jurisdiction will not, even if they so request, besent the Vantiv Prospectus.
2. US securities law
The Merger relates to the shares of an English company and is being effected by means of a scheme ofarrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangementis not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Mergeris subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes ofarrangement, which differ from the disclosure requirements, style and format of US proxy solicitation or tenderoffer rules. However, Vantiv and Bidco reserve the right, subject to the prior consent of the Panel and inaccordance with the Co-operation Agreement, to elect to implement the Merger by means of a takeover offer forthe entire issued and to be issued ordinary share capital of Worldpay, as an alternative to the Scheme. If Vantivand Bidco were to elect to implement the Merger by means of a takeover offer, it shall be made in compliancewith all applicable laws and regulations. If such a takeover offer is required to be made in the United States, itwill be done in compliance with the applicable tender offer rules under the US Exchange Act, includingSection 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any such takeover offer,Vantiv, Bidco, certain affiliated companies or their nominees or brokers (acting as agents) may, in accordancewith normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, orarrangements to purchase, Worldpay Shares other than pursuant to the Merger, until the date on which theMerger and/or the Scheme becomes Effective, lapses or is withdrawn. If such purchases or arrangements topurchase were to be made, they would be made outside the United States and would comply with applicable law,including the US Exchange Act. Such purchases or arrangements to purchase may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices. Any information about such purchaseswill be disclosed as required in the UK, will be reported to the Regulatory News Service of the London StockExchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
The information contained in this document has neither been approved nor disapproved by the SEC or any USstate securities commission. Neither the SEC, nor any state securities commission, has passed upon the fairnessor merits of the proposal described in, nor upon the accuracy or adequacy of the information contained in, thisdocument. Any representation to the contrary is a criminal offence in the United States.
The financial information included in this document has been prepared in accordance with accounting standardsapplicable in the United Kingdom that may not be comparable to the financial statements of US companies.US GAAP differs in certain respects from IFRS used in the United Kingdom. None of the financial informationin this document has been audited in accordance with auditing standards generally accepted in the United Statesor the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of cash and New Vantiv Shares pursuant to the Merger by a US Shareholder as considerationpursuant to the terms of the Merger may be a taxable transaction for US federal income tax purposes and underapplicable US state and local, as well as, potentially, foreign and other, tax laws. Each Worldpay Shareholder isurged to consult his independent professional adviser immediately regarding the tax consequences of the Mergerapplicable to him or her.
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PART NINE
WORLDPAY PROFIT FORECAST
On 9 August 2017, Worldpay announced the Worldpay H1 Results, which included net revenue and anUnderlying EBITDA figure for the first half of 2017. These results, when combined with previous net revenueguidance for the financial year ended 31 December 2017 and Underlying EBITDA margin guidance for the sixmonths to 31 December 2017, permit a quantifiable minimum Underlying EBITDA forecast to be calculated for2017, being £507.4 million (such Underlying EBITDA number being the Worldpay Profit Forecast). As aresult of this, Worldpay is considered to have an outstanding profit forecast for the purposes of the Code.
Set out below is the basis of preparation in respect of the Worldpay Profit Forecast, together with theassumptions on which it is based.
Basis of preparation
The Worldpay Profit Forecast is based on unaudited financial information of the Worldpay Group for the ninemonths ended 30 September 2017 and a forecast for the three months beginning 1 October 2017 and ended31 December 2017.
The Worldpay Profit Forecast has been prepared on a basis consistent with the Worldpay Group’s accountingpolicies which are in accordance with IFRS. These policies are consistent with those applied in the preparation ofthe Worldpay Group’s audited financial statements for the year ended 31 December 2016 and those applicablefor the year ended 31 December 2017.
The Worldpay Profit Forecast excludes any transaction costs applicable to the Merger or any other associatedaccounting impacts as a direct result of the Merger.
Assumptions
The Worldpay Profit Forecast is based on the following assumptions for the year ended 31 December 2017:
Factors outside the influence or control of the Worldpay Directors:
• There will be no material changes to existing prevailing macroeconomic or political conditions in themarkets and regions in which the Worldpay Group operates.
• There will be no material changes to the conditions of the markets and regions in which the WorldpayGroup operates or in relation to customer demand or the behaviour of competitors in those markets andregions.
• There will be no further weakening of the UK or US trading performance.
• There will be no adverse change in relevant foreign exchange rates, principally as it relates the value ofpounds sterling against the US Dollar and the euro.
• The interest, inflation and tax rates in the markets and regions in which the Worldpay Group operateswill remain materially unchanged from the prevailing rates.
• There will be no material adverse events that will have a significant impact on Worldpay’s financialperformance.
• There will be no business disruptions that materially affect the Worldpay Group or its key customers orpartners, including natural disasters, acts of terrorism, cyber-attack and/or technological issues orsupply chain disruptions.
• There will be no customer insolvencies resulting in material losses for the Worldpay Group.
• There will be no material changes in legislation or regulatory requirements or payment network rulesimpacting on the Worldpay Group’s operations or its accounting policies.
• The Scheme will not result in any material changes to Worldpay’s obligations to customers.
• The Scheme will not have any material impact on Worldpay’s ability to negotiate new business.
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Factors within the influence and control of the Worldpay Directors:
• There will be no material change to the present management of Worldpay.
• There will be no material change in the operational strategy of the Worldpay Group.
• 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 platform issues with products or process.
Worldpay Directors’ confirmation
The Worldpay Directors have considered the Worldpay Profit Forecast and confirm that it remains valid as at thedate of this document, and has been properly compiled on the basis of the assumptions set out in this Part Nineand that the basis of the accounting used is consistent with Worldpay’s accounting policies.
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PART TEN
VANTIV PROFIT FORECASTS
PART A: ORDINARY COURSE 2017 PROFIT FORECAST
On 26 October 2017, Vantiv released its results for the third quarter ended 30 September 2017, which, in thepress release covering the results, was supplemented by the following statements:
“On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $1.42 – $1.47for the full-year 2017. Pro forma adjusted net income per diluted share is expected to be $3.34 – $3.36 forthe full-year 2017.
On a GAAP basis, net income per diluted share attributable to Vantiv, Inc. is expected to be $0.24 – $0.30for the fourth quarter of 2017. Pro forma adjusted net income per diluted share is expected to be$0.94 –$0.96 for the fourth quarter of 2017.”
The ranges for net income per diluted share on a GAAP basis (the 2017 Vantiv GAAP Profit Forecast) and proforma adjusted net income per diluted share on a Non-GAAP basis (the 2017 Vantiv Pro Forma ProfitForecast) constitute ordinary course profit forecasts for the year ended 31 December 2017 for the purposes ofRule 28 of the Code (together, the 2017 Vantiv Profit Forecast). The 2017 Vantiv Profit Forecast supersedesthose forecasts relating to Vantiv which were included in the Announcement.
Set out below is the basis of preparation in respect of the 2017 Vantiv Profit Forecast, together with theassumptions on which it is based.
Basis of preparation
The 2017 Vantiv Profit Forecast has been prepared on a basis consistent with Vantiv’s accounting policiesapplicable for the year ending 31 December 2017 and in accordance with US GAAP (adjusted in the case of the2017 Vantiv Pro Forma Profit Forecast in accordance with Vantiv’s established Non-GAAP methodology). Theguidance has been provided on a pro forma adjusted Non-GAAP basis as Vantiv’s management believes thisNon-GAAP measure provides investors with a consistent means of evaluating and understanding of howmanagement evaluates the performance and results of the business that is not otherwise apparent underUS GAAP.
The Vantiv Directors prepared the 2017 Vantiv Profit Forecast on the basis of: (a) the audited financialstatements for the year ended 31 December 2016; (b) the unaudited results for the nine months ended30 September 2017; and (c) the projected performance of the Vantiv Group for the remaining three months of theyear ended 31 December 2017.
The 2017 Vantiv Profit Forecast excludes accounting impacts as a direct result of the Merger and any foreigncurrency exchange rate fluctuations that could affect the value of the deal contingent forward entered into inconnection with the Merger. With the exception of transaction costs applicable to and contingent upon theconsummation of the Merger, the 2017 Vantiv GAAP Profit Forecast does include transaction costs incurred, orexpected to be incurred, in the year ended 31 December 2017. These transaction costs are adjusted out in the2017 Vantiv Pro Forma Profit Forecast.
Vantiv’s Non-GAAP pro forma adjusted net income policy excludes the following items from net income:
Non-GAAP Adjustments
Transition, Acquisition and Integration Costs
• Costs associated with the acquisitions and related integration activities, consisting primarily ofconsulting fees for advisory, conversion and integration services and related personnel costs.
• Costs related to employee termination benefits and other transition activities.
• Litigation settlement charges.
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Share-Based Compensation
• Costs associated with share-based awards granted to certain employees and members of Vantiv’s Boardwhich is included in general and administrative expense.
Intangible Amortisation Expense
• Amortisation of intangible assets acquired through business combinations and customer portfolio andrelated asset acquisitions.
Non-operating Income/(Expense)
• Change in fair value of a tax receivable agreement entered into as part of the acquisition of PaymentsSystems, LLC.
• Change in fair value of a deal contingent forward hedging instrument entered into in connection withthe Worldpay acquisition.
Pro Forma Adjustments
Income Tax Expense Adjustments
The effective tax rate assumed in the 2017 Vantiv GAAP Profit Forecast reflects the impact of Vantiv’snon-controlling interest not being taxed at the statutory corporate tax rate. For purposes of calculating pro formaadjusted net income, income tax expense is adjusted to reflect an effective tax rate assuming conversion of FifthThird’s non-controlling interests into shares of Class A common stock, including the income tax effect of thenon-GAAP adjustments described above.
Tax Adjustments
Income tax expense is also adjusted for the cash tax benefits resulting from certain tax attributes, primarily theamortisation of tax intangible assets resulting from or acquired with acquisitions, the tax basis step up associatedwith separation from Fifth Third and the purchase or exchange of units of Vantiv Holding, net of paymentobligations under tax receivable agreements established at the time of Vantiv’s IPO and in connection with theacquisition of Mercury.
Assumptions
The 2017 Vantiv Profit Forecast is based on the following assumptions for the year ended 31 December 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 themarkets and regions in which the Vantiv Group operates.
• There will be no material changes to the conditions of the markets and regions in which the VantivGroup operates or in relation to customer demand or the behaviour of competitors in those markets andregions.
• The interest, inflation and tax rates in the markets and regions in which the Vantiv Group operates willremain materially unchanged from the prevailing rates.
• There will be no material adverse events that will have a significant impact on Vantiv’s financialperformance.
• There will be no business disruptions that materially affect the Vantiv Group or its key customers,including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chaindisruptions.
• There will be no material changes in legislation or regulatory requirements or payment network rulesimpacting on the Vantiv Group’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 pershare computation.
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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 the Vantiv Group.
• 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 Panel has granted a dispensation from the Code requirement for Vantiv’sreporting accountants and financial advisers to prepare reports required by Rule 28.1(a) in respect of the 2017Vantiv Profit Forecast.
The Vantiv Directors have considered the 2017 Vantiv Profit Forecast and confirm that it remains valid as at thedate of this document, and has been properly compiled on the basis of the assumptions set out in this Part Tenand that the basis of the accounting used is consistent with Vantiv’s accounting policies.
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PART B: 2018 – 2022 CONSENSUS FORECASTS
On 25 September 2017, Vantiv filed a preliminary version of the Vantiv Proxy Statement (the PreliminaryProxy) with the SEC. Among other things, the Preliminary Proxy contained certain consensus forecasts relatingto Vantiv which constitute profit forecasts for the purposes of Rule 28 of the Code (the Consensus Forecasts).Pursuant to Rule 28.1(c) of the Code, the Consensus Forecasts are set out below, together with the VantivDirectors’ confirmation relating thereto.
The following financial projections with respect to Vantiv represent median consensus research analysts’estimates, as published by IBES for 2018 to 2019, and as extrapolated for 2020 to 2022, in each case for theoperating measures identified below, and were approved by Vantiv’s management for use by Morgan Stanley &Co. LLC and Credit Suisse Securities (USA) LLC in connection with their respective fairness opinions.
Vantiv Consensus Street Financial Projections
For the Years Ended 31 December
2018 2019 2020 2021 2022(in millions)
Net Revenue ($) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,298 2,491 2,687 2,885 3,084Adjusted EBITDA ($) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,107 1,199 1,294 1,389 1,485
Vantiv Directors’ Confirmation
The Vantiv Directors have considered the Consensus Forecasts that relate to Vantiv, as adjusted for the purchaseby Vantiv of 19,790,000 shares of Vantiv Class A common stock from Fifth Third on 9 August 2017 (theAdjusted Consensus Forecast), and confirm that they remain valid as at the date of this document, and that thenumbers represented by the Adjusted Consensus Forecast are consistent with Vantiv’s own managementforecasts which have been properly compiled on the basis of the assumptions set out in this Part B and that thebasis of the accounting used is consistent with Vantiv’s accounting policies.
Assumptions
Vantiv’s own management forecasts are based on the following assumptions:
Factors outside the influence or control of the Vantiv Directors
• Vantiv continues to operate as an independent company and does not complete the Merger.
• There will be no material changes to existing prevailing macroeconomic or political conditions in themarkets and regions in which the Vantiv Group operates.
• There will be no material changes to the conditions of the markets and regions in which the VantivGroup operates or in relation to customer demand or the behaviour of competitors in those markets andregions.
• The interest, inflation and tax rates in the markets and regions in which the Vantiv Group operates willremain materially unchanged from the prevailing rates.
• There will be no material adverse or beneficial events that will have a significant impact, in a positiveor negative manner, on Vantiv’s financial performance or prospects.
• There will be no business disruptions that materially affect the Vantiv Group or its key customers,including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chaindisruptions.
• There will be no material changes in legislation or regulatory requirements or payment network rulesimpacting on the Vantiv Group’s operations or its accounting policies.
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 the Vantiv Group.
• 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.
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PART ELEVEN
ADDITIONAL INFORMATION ON WORLDPAY, VANTIV AND BIDCO
1. Responsibility
1.1 The Worldpay Directors, whose names are set out in paragraph 2.1 below, accept responsibility for theinformation contained in this document other than the information for which responsibility is taken byothers pursuant to paragraphs 1.2 and 1.3 of this Part Eleven. To the best of the knowledge and belief of theWorldpay Directors (who have taken all reasonable care to ensure that such is the case) the informationcontained in this document for which they accept responsibility is in accordance with the facts and does notomit anything likely to affect the import of such information.
1.2 The Vantiv Directors, whose names are set out in paragraph 2.2 below, together with Stephanie Ferris (inher capacity as Chief Financial Officer of Vantiv) and Nelson Greene (in his capacity as Chief Legal andCorporate Services Officer and Secretary of Vantiv) (the Vantiv Responsible Officers) acceptresponsibility for the information contained in this document relating to Vantiv, the Vantiv Group(including Bidco), the Vantiv Directors and their respective immediate families and the related trusts of andpersons connected with the Vantiv Directors, and persons deemed to be acting in concert with Vantiv (assuch term is defined in the Code). To the best of the knowledge and belief of the Vantiv ResponsibleOfficers (who have taken all reasonable care to ensure that such is the case) the information contained inthis document for which they accept responsibility is in accordance with the facts and does not omitanything likely to affect the import of such information.
1.3 The Bidco Directors, whose names are set out in paragraph 2.3 below, accept responsibility for theinformation contained in this document relating to Bidco, the Bidco Directors and their respectiveimmediate families and the related trusts of and persons connected with the Bidco Directors, and personsdeemed to be acting in concert with Bidco (as such term is defined in the Code). To the best of theknowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is thecase) the information contained in this document for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of such information.
2. Directors
2.1 The Worldpay Directors and their respective positions are:
Name Position
Sir Michael Rake Independent Non-Executive ChairmanPhilip Jansen Chief Executive OfficerRon Kalifa Vice Chairman and Executive DirectorRick Medlock Chief Financial OfficerMartin Scicluna Senior Independent Non-Executive DirectorJohn Allan Independent Non-Executive DirectorDeanna Oppenheimer Independent Non-Executive DirectorKaren Richardson Independent Non-Executive Director
The business address of each of the Worldpay Directors is The Walbrook Building, 25 Walbrook, LondonEC4N 8AF.
The company secretary of Worldpay is Derek Woodward.
2.2 The Vantiv Directors and their respective positions are:
Name Position
Jeffrey Stiefler ChairmanCharles Drucker President, Chief Executive Officer and DirectorLee Adrean DirectorKevin Costello DirectorMark Heimbouch Chief Operating Officer and DirectorLisa Hook DirectorDavid Karnstedt DirectorGary Lauer DirectorBoon Sim DirectorMark Sunday Director
95
The business address of each of the Vantiv Directors is 8500 Governor’s Hill Drive, Symmes Township,OH 45249, United States.
2.3 The Bidco Directors and their respective positions are:
Name Position
Nelson Greene DirectorStephanie Ferris DirectorMark Heimbouch Director
The business address of each of the Bidco Directors is 8500 Governor’s Hill Drive, Symmes Township,OH 45249, United States.
The company secretary of Bidco is Nelson Greene.
Bidco is a private limited company with its registered office at C/O Skadden, Arps, Slate, Meagher & Flom(UK) LLP, 40 Bank Street, Canary Wharf, London E14 5DS, United Kingdom.
3. Disclosures in respect of Worldpay securities and Vantiv common stock
3.1 For the purposes of this paragraph 3, paragraphs 4 to 7 and paragraph 14:
(A) acting in concert has the meaning given to it in the Code;
(B) arrangement includes indemnity or option arrangements, and any agreement or understanding, formalor informal, of whatever nature, relating to securities which may be an inducement to deal or refrainfrom dealing;
(C) dealing has the meaning given to it in the Code;
(D) derivative has the meaning given to it in the Code;
(E) disclosure period means the period beginning on 4 July 2016 (being the date that is 12 months beforethe commencement of the offer period) and ending on the Latest Practicable Date;
(F) interest or interests in relevant securities shall have the meaning given to it in the Code and referencesto interests of the Vantiv Directors, interests of the Bidco Directors or interests of the WorldpayDirectors in relevant securities shall include all interests of any other person whose interests in sharesthe Vantiv Directors, the Bidco Directors or, as the case may be, the Worldpay Directors, are taken tobe interested in pursuant to Part 22 of the Companies Act;
(G) offer period means the period commencing on 4 July 2017 and ending on the Latest Practicable Date;
(H) relevant Vantiv securities means relevant securities (such term having the meaning given to it in theCode in relation to an offeror) of Vantiv, including equity share capital of Vantiv (or derivativesreferenced thereto) and securities convertible into, rights to subscribe for and options (including tradedoptions) in respect thereof; and
(I) relevant Worldpay securities means relevant securities (such term having the meaning given to it inthe Code in relation to an offeree) of Worldpay including equity share capital of Worldpay (orderivatives referenced thereto) and securities convertible into, rights to subscribe for and options(including traded options) in respect thereof.
96
Interests and Dealings in Relevant Worldpay Securities
Worldpay
3.2 As at the Latest Practicable Date, the Worldpay Directors, their close relatives, related trusts and connectedpersons held the following interests in, or rights to subscribe in respect of, relevant Worldpay securities:
Issued share capital
Name Number of Worldpay SharesPercentage of existing issued
share capital
Michael Rake(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,333 <0.01%Philip Jansen(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,543,122 0.38%Rick Medlock(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,420,348 0.22%Ron Kalifa(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,762,522 0.29%Martin Scicluna(2) . . . . . . . . . . . . . . . . . . . . . . . . . 304,903 0.02%John Allan(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,923,141 0.10%Deanna Oppenheimer . . . . . . . . . . . . . . . . . . . . . . 30,000 <0.01%Minoo Kalifa(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,300 <0.01%Andrew Medlock . . . . . . . . . . . . . . . . . . . . . . . . . . 715 <0.01%Sue Medlock(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,536 <0.01%Jane Medlock(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 0.05%
(1) Cheviot Capital (Nominees) Limited is the registered holder of these shares on behalf of the person named above.(2) Wealth Nominees Limited is the registered holder of these shares on behalf of the persons named above.(3) Wealth Nominees Limited and Barclays Nominees Ltd. are the registered holders of 1,634,834 and 70,599 shares respectively on
behalf of the person named above.(4) All of this holding is held in an individual savings account registered in Mr Minoo Kalifa’s own name.(5) All of this holding is held in an individual savings account registered in Ms Sue Medlock’s own name.
Share options and share awards
Name Share Plan
Number ofWorldpay
Shares Vesting dateExercise price
(p)
Philip Jansen . . . . . Performance Share Plan 1,192,072 602,409 shares vest on18/03/2019
589,663 sharesvest on 20/03/2020
Nil
Deferred Bonus Share Plan 179,720 20/03/2020 Nil
Transitional Award Plan 833,333 16/10/2018 Nil
Save As You Earn Plan 7,531 01/12/2019 239.00
Rick Medlock . . . . Performance Share Plan 525,913 265,768 shares vest on18/03/2019
260,145 sharesvest on 20/03/2020
Nil
Deferred Bonus SharePlan
84,576 20/03/2020 Nil
Transitional Award Plan 416,666 16/10/2018 Nil
Save As You Earn Plan 7,531 01/12/2019 239.00
Ron Kalifa . . . . . . . Performance Share Plan 499,618 252,480 shares vest on18/03/2019
247,138 sharesvest on 20/03/2020
Nil
Deferred Bonus SharePlan
80,356 20/03/2020 Nil
Transitional Award Plan 416,666 16/10/2018 Nil
Save As You Earn Plan 7,531 01/12/2019 239.00
97
3.3 As at the Latest Practicable Date, the following persons acting in concert with Worldpay held the followinginterests in, or rights to subscribe in respect of, relevant Worldpay securities:
Long position cash-settled derivatives
NameNumber of Worldpay Shares/
Nature of holdingPercentage of existingissued share capital
Goldman Sachs & Co. LLC…… . . . . . . . . . . . . . . . . . . . . 657,600 0.03%
Short position cash-settled derivatives
NameNumber of Worldpay Shares/
Nature of holdingPercentage of existingissued share capital
Goldman Sachs & Co. LLC…… . . . . . . . . . . . . . . . . . . . . 911,113 0.05%
3.4 Save as disclosed above, as at the close of business on the Latest Practicable Date, neither Worldpay, norany Worldpay Director, nor, so far as Worldpay is aware, any person acting in concert (within the meaningof the Code) with it, nor any person with whom Worldpay or any person acting in concert with Worldpayhas an arrangement has: (i) any interest in or right to subscribe for any relevant Worldpay securities; (ii) anyshort positions in respect of relevant Worldpay securities (whether conditional or absolute and whether inthe money or otherwise), including any short position under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or take delivery; or (iii) borrowed or lentany relevant Worldpay securities (including, for these purposes, any financial collateral arrangements of thekind referred to in Note 4 on Rule 4.6 of the Code).
3.5 During the Offer Period, the following dealings in relevant Worldpay securities by Worldpay Directors,their close relatives, related trusts and their connected persons have taken place:
Name Date(s) Nature of DealingsNumber of
Worldpay Shares Price (pence)
Philip Jansen . . . . . . . . . 21 October 2016 Purchase – dividendreinvestment
10,605 282.8441
Philip Jansen . . . . . . . . . 28 June 2017 Purchase – dividendreinvestment
19,883 313.8
Philip Jansen . . . . . . . . . 24 October 2017 Purchase – dividendreinvestment
4,545 407.8
Ron Kalifa . . . . . . . . . . . 21 October 2016 Purchase – dividendreinvestment
7,149 282.8441
Ron Kalifa . . . . . . . . . . . 28 June 2017 Purchase – dividendreinvestment
13,405 313.8
Ron Kalifa . . . . . . . . . . . 28 June 2017 Purchase – dividendreinvestment
2,666 312.5
Ron Kalifa . . . . . . . . . . . 24 October 2017 Purchase – dividendreinvestment
3,063 407.8
Ron Kalifa . . . . . . . . . . . 24 October 2017 Purchase – dividendreinvestment
1,217 407.3
Rick Medlock . . . . . . . . 21 October 2016 Purchase – dividendreinvestment
5,276 282.8441
Rick Medlock . . . . . . . . 28 June 2017 Purchase – dividendreinvestment
9,891 313.8
Rick Medlock . . . . . . . . 11 August 2017 Transfer to spouse 1,000,000 Nil
Rick Medlock . . . . . . . . 24 October 2017 Purchase – dividendreinvestment
2,261 407.8
John Allan . . . . . . . . . . . 21 October 2016 Purchase – dividendreinvestment
2,299 282.8441
John Allan . . . . . . . . . . . 28 June 2017 Purchase – dividendreinvestment
4,311 313.8
Martin Scicluna . . . . . . . 21 October 2016 Purchase – dividendreinvestment
428 282.8441
98
Name Date(s) Nature of DealingsNumber of
Worldpay Shares Price (pence)
Martin Scicluna . . . . . . . 28 June 2017 Purchase – dividendreinvestment
804 313.8
Jane Medlock . . . . . . . . 11 August 2017 Transfer from spouse 1,000,000 Nil
3.6 During the Offer Period, no dealings in relevant Worldpay securities by persons acting in concert withWorldpay have taken place.
Vantiv and Bidco
3.7 Save for in respect of the irrevocable undertakings referred to in paragraph 9 below, as at the close ofbusiness on the Latest Practicable Date, neither Vantiv or Bidco, nor any Vantiv Director or any BidcoDirector, nor, so far as either Vantiv or Bidco is aware, any person acting in concert (within the meaning ofthe Code) with it nor any person with whom it or any person acting in concert with it has an arrangementhas: (i) any interest in or right to subscribe for any relevant Worldpay securities, (ii) any short positions inrespect of relevant Worldpay securities (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement to sell or any delivery obligationor right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevantWorldpay securities (including, for these purposes, any financial collateral arrangements of the kind referredto in Note 4 on Rule 4.6 of the Code).
3.8 During the disclosure period, no dealings in relevant Worldpay securities by Vantiv, Bidco or Vantiv orBidco Directors, their close relatives, related trusts and their connected persons have taken place.
3.9 During the disclosure period, no dealings in relevant Worldpay securities by persons acting in concert withVantiv or Bidco have taken place.
Interests and Dealings in Relevant Vantiv Securities
Worldpay
3.10 As at the Latest Practicable Date, the following persons acting in concert with Worldpay held the followinginterests in, or rights to subscribe in respect of, relevant Vantiv securities:
Long position in Vantiv Shares
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 14,402 0.01%Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . 1,001,897 0.62%
Short position in Vantiv Shares
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 281 0.00%Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . 1,381,450 0.85%Goldman Sachs Financial Markets, L.P. . . . . . . . . . 5 0.00%
Long position stock–settled derivatives (long call)
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 2,600 0.00%Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . 13,100 0.01%
Long position stock–settled derivatives (short put)
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 600 0.00%
99
Short position stock–settled derivatives (long put)
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 2,800 0.00%Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . 1,800 0.00%
Short position stock–settled derivatives (short call)
NameNumber of Vantiv
Shares/Nature of holdingPercentage of existing issued
share capital
Barclays Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . 43,100 0.03%Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . 126,500 0.08%
Long swaps
NameNumber of Vantiv Shares/
Nature of holdingPercentage of existing
issued share capital
Goldman Sachs & Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . 6,412 0.00%
CFD category – long
NameNumber of Vantiv Shares/
Nature of holdingPercentage of existing
issued share capital
Goldman Sachs & Co. LLC…… . . . . . . . . . . . . . . . . . . . . . 1,012,104 0.62%
CFD category – short
NameNumber of Vantiv Shares/
Nature of holdingPercentage of existing
issued share capital
Goldman Sachs & Co. LLC…… . . . . . . . . . . . . . . . . . . . . . 53,150 0.03%
3.11 Save as disclosed above, as at the close of business on the Latest Practicable Date, neither Worldpay, norany Worldpay Director, nor, so far as Worldpay is aware, any person acting in concert (within the meaningof the Code) with it nor any person with whom it or any person acting in concert with it has an arrangementhas: (i) any interest in or right to subscribe for any relevant Vantiv securities, (ii) any short positions inrespect of relevant Vantiv securities (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement to sell or any delivery obligationor right to require another person to purchase or take delivery; or (iii) borrowed or lent any relevant Vantivsecurities (including, for these purposes, any financial collateral arrangements of the kind referred to in Note4 on Rule 4.6 of the Code).
3.12 During the Offer Period, no dealings in relevant Vantiv securities by Worldpay Directors, their closerelatives, related trusts and their connected persons have taken place.
3.13 During the Offer Period, the following dealings in relevant Vantiv securities by persons acting in concertwith Worldpay have taken place:
Vantiv Shares
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Barclays Capital Inc 04/07/2017 –24/11/2017
Purchase 21,725,300 55.00 72.98
Barclays Capital Inc 04/07/2017 –24/11/2017
Sale 21,709,965 59.78 72.92
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Purchase 13,668,676 59.58 75.00
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Sale 14,271,814 59.35 72.95
Goldman SachsFinancial Markets,L.P.
04/07/2017 –24/11/2017
Purchase 5 70.78 71.46
Goldman SachsFinancial Markets,L.P.
04/07/2017 –24/11/2017
Sale 668 70.82 70.82
100
Vantiv CFDs
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Purchase 1,531,378 59.8659 72.7500
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Sale 574,156 60.00 72.67
Vantiv Swaps
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Purchase 173,638 59.93 72.4669
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Sale 82,268 66.9347 72.3953
Vantiv Securities Borrowing and Lending
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Goldman SachsFinancial Markets,L.P.
04/07/2017 –24/11/2017
Loan 668 – –
Vantiv Call Options
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Barclays Capital Inc. 04/07/2017 –24/11/2017
Purchase 66,200 0.03 12.90
Barclays Capital Inc. 04/07/2017 –24/11/2017
Sale 180,000 0.05 19.25
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Purchase 90,000 60.00 80.00
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Sale 304,500 60.00 75.00
Vantiv Put Options
Name Date(s)Nature ofDealings
Number ofVantiv Shares
LowPrice (US$)
HighPrice (US$)
Barclays Capital Inc. 04/07/2017 –24/11/2017
Purchase 8,800 0.17 5.50
Barclays Capital Inc. 04/07/2017 –24/11/2017
Sale 8,900 0.07 4.40
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Purchase 12,200 55.00 70.00
Goldman Sachs &Co. LLC
04/07/2017 –24/11/2017
Sale 47,600 60.00 75.00
101
Vantiv and Bidco
3.14 As at the Latest Practicable Date, the Vantiv Directors, their close relatives, related trusts and connectedpersons held the following interests in, or rights to subscribe in respect of, relevant Vantiv securities:
Issued Share Capital
Name Number of Vantiv SharesPercentage of existing issued
share capital
Jeffrey Stiefler 12 0%Charles Drucker 222,885
85,000A 0.18%Mark Heimbouch 109,032 0.67%David Karnstedt 2,590 0.0015%
A – Held through a limited liability company jointly owned with spouse.
Share options and share awards
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
MarkHeimbouch . . . . . .
Vantiv 2012 EquityCompensation Plan –Restricted Stock UnitsA
1,773 18 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
1,684 24 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
1,685 24 February 2019 Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
26,954 31 August 2018 Nil
Vantiv 2012 EquityCompensation Plan – Options
61,971 Options are fullyvested andexercisable
21.95
Vantiv 2012 EquityCompensation Plan – Options
48,511 36,383 options arefully vested
12,128 options veston 18 February 2018
31.02
Vantiv 2012 EquityCompensation Plan – Options
45,289 22,644 options arefully vested
11,322 options veston 24 February 2018
11,323 options veston 24 February 2019
37.10
Vantiv 2012 EquityCompensation Plan – Options
71,839 17,959 options arefully vested
17,960 options veston 17 February 2018,17 February 2019 and17 February 2020
50.01
Vantiv 2012 EquityCompensation Plan – Options
68,157 22,719 options veston 8 February 2018,8 February 2019 and8 February 2020
64.34
102
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
26,954 24 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
26,954 31 August 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
39,992 17 February 2019 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
38,856 8 February 2020 Nil
Lee Adrean Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
7,058 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
153 Vested, but notdelivered untiltermination of serviceas a director
19.63
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,074 Vested, but notdelivered untiltermination of serviceas a director
23.29
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,160 Vested, but notdelivered untiltermination of serviceas a director
21.55
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,224 Vested, but notdelivered untiltermination of serviceas a director
20.42
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
5,326 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
4,030 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,378 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,590 Vested, but notdelivered untiltermination of serviceas a director
Nil
103
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders, but notdelivered untiltermination of serviceas a director
Nil
Kevin Costello Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,923 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,378 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,590 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders, but notdelivered untiltermination of serviceas a director
Nil
Lisa Hook Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
944 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,378 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,590 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders
Nil
David Karnstedt Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,730 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,378 Vested, but notdelivered untiltermination of serviceas a director
Nil
104
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders
Nil
Gary Lauer Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
7,058 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
5,326 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
4,030 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,378 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,590 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders, but notdelivered untiltermination of serviceas a director
Nil
Boon Sim Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,590 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
397 Vested, but notdelivered untiltermination of serviceas a director
56.60
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
399 Vested, but notdelivered untiltermination of serviceas a director
56.27
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
377 Vested, but notdelivered untiltermination of serviceas a director
59.62
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
350 Vested, but notdelivered untiltermination of serviceas a director
64.12
105
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
355 Vested, but notdelivered untiltermination of serviceas a director
63.34
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
319 Vested, but notdelivered untiltermination of serviceas a director
70.47
Jeffrey Stiefler Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
10,588 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
184 Vested, but notdelivered untiltermination of serviceas a director
19.63
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,289 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,392 Vested, but notdelivered untiltermination of serviceas a director
21.55
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,469 Vested, but notdelivered untiltermination of serviceas a director
20.42
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,263 Vested, but notdelivered untiltermination of serviceas a director
23.74
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
7,989 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,086 Vested, but notdelivered untiltermination of serviceas a director
27.60
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,073 Vested, but notdelivered untiltermination of serviceas a director
27.94
106
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
919 Vested, but notdelivered untiltermination of serviceas a director
32.61
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
992 Vested, but notdelivered untiltermination of serviceas a director
30.22
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
6,046 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
892 Vested, but notdelivered untiltermination of serviceas a director
33.62
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
970 Vested, but notdelivered untiltermination of serviceas a director
30.90
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
884 Vested, but notdelivered untiltermination of serviceas a director
33.92
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
795 Vested, but notdelivered untiltermination of serviceas a director
37.70
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
4,504 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
785 Vested, but notdelivered untiltermination of serviceas a director
38.19
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
667 Vested, but notdelivered untiltermination of serviceas a director
44.92
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
632 Vested, but notdelivered untiltermination of serviceas a director
47.42
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
556 Vested, but notdelivered untiltermination of serviceas a director
53.88
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,215 Vested, but notdelivered untiltermination of serviceas a director
Nil
107
Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
1,176 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
644 Vested, but notdelivered untiltermination of serviceas a director
56.27
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
608 Vested, but notdelivered untiltermination of serviceas a director
59.62
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
565 Vested, but notdelivered untiltermination of serviceas a director
64.12
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
3,360 On the earlier of oneyear from 2 May2017 and the nextannual meeting ofstockholders, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
572 Vested, but notdelivered untiltermination of serviceas a director
63.34
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
514 Vested, but notdelivered untiltermination of serviceas a director
70.47
Mark Sunday Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,031 Vested, but notdelivered untiltermination of serviceas a director
Nil
Vantiv 2012 EquityCompensation Plan, DirectorCompensation Program –Restricted Stock Units
2,320 2 May 2017, but notdelivered untiltermination of serviceas a director
Nil
Charles Drucker Vantiv 2012 EquityCompensation Plan – Options
176,056 Options are fullyvested andexercisable
21.95
Vantiv 2012 EquityCompensation Plan – Options
165,380 124,035 options arefully vested
41,345 options veston 18 February 2018
31.02
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Name Share PlanNumber of Vantiv
Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan – Options
158,514 79,257 options arefully vested
39,628 options veston 24 February 2018
39,629 options veston 24 February 2019
37.10
Vantiv 2012 EquityCompensation Plan – Options
215,517 53,879 options arefully vested
53,879 options veston 17 February 2018
53,879 options veston 17 February 2019
53,880 options veston 17 February 2020
50.01
Vantiv 2012 EquityCompensation Plan – Options
218,102 72,701 options veston 8 February 2018
72,700 options veston 8 February 2019
72,701 options veston 8 February 2020
64.34
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
94,338 24 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
119,976 17 February 2019 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
124,338 8 February 2020 Nil
A – Each restricted stock unit represents a contingent right to receive one share of Vantiv Class A common stock. Unless otherwisenoted, vested shares will be delivered to the director following termination of service as a director.
3.15 As at the Latest Practicable Date, those of the Bidco Directors who are not listed as a Vantiv Director inparagraph 2.2 of Part Eleven of this document, their close relatives, related trusts and connected personsheld the following interests in, or rights to subscribe in respect of, relevant Vantiv securities:
Issued Share Capital
Name Number of Vantiv SharesPercentage of existing issued
share capital
Stephanie Ferris 21,636 0.01%Nelson Greene 23,632 0.01%
8,122A
A – Held by the Greene Family Dynasty Trust.
Share options and share awards
Name Share PlanNumber of
Vantiv Shares Vesting dateExercise price
(US$)
Stephanie Ferris . . . . . . Vantiv 2012 EquityCompensation Plan – Options
12,676 Options are fullyvested andexercisable
21.95
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Name Share PlanNumber of
Vantiv Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan – Options
11,025 8,268 options arefully vested
2,757 options vest on18 February 2018
31.02
Vantiv 2012 EquityCompensation Plan – Options
12,681 6,340 options arefully vested
3,170 options vest on24 February 2018
3,171 vest on24 February 2018
37.10
Vantiv 2012 EquityCompensation Plan – Options
14,367 3,591 options arefully vested
3,592 options vest on17 February 2018,17 February 2019 and17 February 2020
50.01
Vantiv 2012 EquityCompensation Plan – Options
32,715 10,905 options veston 8 February 2018,8 February 2019 and8 February 2020
64.34
Vantiv 2012 EquityCompensation Plan –Restricted Stock Units
403 18 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Units
943 471 restricted stockunits vest on24 February 2018
472 restricted stockunits vest on24 February 2019
Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Units
1,500 500 restricted stockunits vest on17 February 2018,17 February 2019 and17 February 2020
Nil
Vantiv 2012 EquityCompensation Plan –Performance Stock Units
3,773 24 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Stock Units
3,999 17 February 2019 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
18,650 8 February 2020 Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
4,604 26 April 2019 Nil
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Name Share PlanNumber of
Vantiv Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
4,662 1,554 restricted stockawards vest on8 February 2018,8 February 2019 and8 February 2020
Nil
Nelson Greene . . . . . . . Vantiv 2012 EquityCompensation Plan – Options
7,043 Options are fullyvested andexercisable
21.95
Vantiv 2012 EquityCompensation Plan – Options
11,025 5,512 options arefully vested
5,513 options vest on18 February 2018
31.02
Vantiv 2012 EquityCompensation Plan – Options
16,305 5,435 options arefully vested
5,435 options vest on24 February 2018
5,435 options vest24 February 2019
37.10
Vantiv 2012 EquityCompensation Plan – Options
20,114 5,028 options arefully vested
5,028 options vest on17 February 2018
5029 options vest17 February 2019
5,029 options vest17 February 2020
50.01
Vantiv 2012 EquityCompensation Plan – Options
14,176 4,725 options vest on8 February 2018 and8 February 2019
4,726 options vest on8 February 2020
64.34
Vantiv 2012 EquityCompensation Plan –Restricted Stock Units
806 18 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
12,938 24 February 2018 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
11,196 17 February 2019 Nil
Vantiv 2012 EquityCompensation Plan –Performance Share Awards
8,082 8 February 2020 Nil
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Name Share PlanNumber of
Vantiv Shares Vesting dateExercise price
(US$)
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
1,617 808 restricted stockawards vest on24 February 2018
809 restricted stockawards vest on24 February 2019
Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
2,100 700 restricted stockawards vest on17 February 2018,17 February 2019 and17 February 2020
Nil
Vantiv 2012 EquityCompensation Plan –Restricted Stock Awards
2,020 673 restricted stockawards vest on8 February 2018 and8 February 2019
674 restricted stockawards vest on8 February 2020
Nil
3.16 During the disclosure period, the following dealings in relevant Vantiv securities by Vantiv or BidcoDirectors, their close relatives, related trusts and their connected persons have taken place:
Name Date(s) Nature of DealingsNumber of Vantiv
Shares Price (US$)
Charles Drucker 6 March 2017 Sale of Class A common stockunder Rule 10b5-1 Trading Plan
148,100 64.9751
Charles Drucker 6 March 2017 Sale of Class A common stockunder Rule 10b5-1 Trading Plan
1,900 65.68
Charles Drucker 18 February 2017 Vesting of performance share unitawards
96,710 Nil
Charles Drucker 18 February 2017 Withholding of shares to cover taxwithholding obligations uponvesting of PSUs
47,740 64.86
Charles Drucker 3 November 2016 Gift of shares to LLC 85,000 Nil
Charles Drucker 19 October 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
98,882 57.2291
Charles Drucker 10 October 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
4,635 57.0322
Charles Drucker 5 October 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
31,451 57.08
Charles Drucker 6 October 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
11,232 57.02
Charles Drucker 29 September 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
3,400 57.00
Charles Drucker 29 September 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
400 57.01
Mark Heimbouch 1 August 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
13,023 53.75
Mark Heimbouch 1 August 2016 Sale of Class A common stockunder Rule 10b5-1 trading plan
1,977 54.47
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Name Date(s) Nature of DealingsNumber of Vantiv
Shares Price (US$)
Mark Heimbouch 18 February 2017 Vesting of restricted stock unitawards
1,773 Nil
Mark Heimbouch 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
585 64.86
Mark Heimbouch 18 February 2017 Vesting of performance share unitawards
28,368 Nil
Mark Heimbouch 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof PSUs
11,060 64.86
Mark Heimbouch 24 February 2017 Vesting of restricted stock awards 1,685 Nil
Mark Heimbouch 24 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSAs
766 65.79
Mark Heimbouch 27 February 2017 Vesting of restricted stock unitawards
2,506 Nil
Mark Heimbouch 27 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
1,139 65.80
Mark Heimbouch 3 April 2017 Sale of Class A common stock underRule 10b5-1 trading plan
15,000 63.6777
Mark Heimbouch 1 May 2017 Sale of Class A common stock underRule 10b5-1 trading plan
14,900 61.90
Mark Heimbouch 1 May 2017 Sale of Class A common stock underRule 10b5-1 trading plan
100 62.41
Mark Heimbouch 31 August 2017 Vesting of restricted stock awards 26,954 Nil
Mark Heimbouch 31 August 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSAs
12,251 70.69
Mark Heimbouch 31 August 2017 Vesting of performance share awards 26,954 Nil
Mark Heimbouch 31 August 2017 Withholding of shares to cover taxwithholding obligations upon vestingof PSAs
12,251 70.69
Nelson Greene 17 February 2017 Vesting of restricted stock awards 699 Nil
Nelson Greene 17 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSAs
253 64.86
Nelson Greene 18 February 2017 Vesting of performance share unitawards
12,894 Nil
Nelson Greene 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof PSUs
3,970 64.86
Nelson Greene 18 February 2017 Vesting of restricted stock unitawards
806 Nil
Nelson Greene 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
282 64.86
Nelson Greene 24 February 2017 Vesting of restricted stock awards 809 Nil
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Name Date(s) Nature of DealingsNumber of Vantiv
Shares Price (US$)
Nelson Greene 24 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSAs
343 65.79
Nelson Greene 27 February 2017 Vesting of restricted stock unitawards
1,139 Nil
Nelson Greene 27 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
518 65.80
Stephanie Ferris 17 February 2017 Vesting of restricted stock unitawards
499 Nil
Stephanie Ferris 17 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
181 64.86
Stephanie Ferris 18 February 2017 Vesting of restricted stock unitawards
403 Nil
Stephanie Ferris 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
146 64.86
Stephanie Ferris 18 February 2017 Vesting of performance share unitawards
6,446 Nil
Stephanie Ferris 18 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof PSUs
2,006 64.86
Stephanie Ferris 24 February 2017 Vesting of restricted stock unitawards
472 Nil
Stephanie Ferris 24 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
146 65.79
Stephanie Ferris 27 February 2017 Vesting of restricted stock unitawards
513 Nil
Stephanie Ferris 27 February 2017 Withholding of shares to cover taxwithholding obligations upon vestingof RSUs
159 65.80
3.17 Save as disclosed above, as at the close of business on the Latest Practicable Date, neither Vantiv or Bidco,nor any Vantiv Director or any Bidco Director, nor, so far as either Vantiv or Bidco is aware, any personacting in concert (within the meaning of the Code) with it nor any person with whom it or any person actingin concert with it has an arrangement has: (i) any interest in or right to subscribe for any relevant Vantivsecurities, (ii) any short positions in respect of relevant Vantiv securities (whether conditional or absoluteand whether in the money or otherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchase or take delivery; or (iii)borrowed or lent any relevant Vantiv securities (including, for these purposes, any financial collateralarrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).
3.18 Save as disclosed above, during the disclosure period, no dealings in relevant Vantiv securities by Vantiv,Bidco or Vantiv Directors or Bidco Directors, their close relatives, related trusts and their connected personshave taken place.
3.19 During the disclosure period, no dealings in relevant Vantiv securities by persons acting in concert withVantiv or Bidco have taken place.
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4. Interests and Dealings — General
4.1 Save as disclosed in paragraph 3 above, as at the Latest Practicable Date:
(A) no member of the Worldpay Group had any interest in, right to subscribe in respect of, any shortposition under a derivative in relation to any, or had any delivery obligation or any right to requireanother person to take delivery of relevant Worldpay securities nor has any member of the WorldpayGroup dealt for value in any relevant Worldpay securities during the Offer Period;
(B) no member of the Worldpay Group had any interest in, right to subscribe in respect of, any shortposition under a derivative in relation to any, or had any delivery obligation or any right to requireanother person to take delivery of relevant Vantiv securities nor has any member of the WorldpayGroup dealt for value in any relevant Vantiv securities during the Offer Period;
(C) none of the Worldpay Directors had any interest in, right to subscribe in respect of, any short positionunder a derivative in relation to any, or had any delivery obligation or any right to require anotherperson to take delivery of relevant Worldpay securities, nor has any such person dealt for value in anyrelevant Worldpay securities during the Offer Period;
(D) none of the Worldpay Directors had any interest in, right to subscribe in respect of, any short positionunder a derivative in relation to any, or had any delivery obligation or any right to require anotherperson to take delivery of relevant Vantiv securities, nor has any such person dealt for value in anyrelevant Vantiv securities during the Offer Period;
(E) no person deemed to be acting in concert with Worldpay had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Worldpay securities, nor has any suchperson dealt for value in any relevant Worldpay securities, during the Offer Period;
(F) no person deemed to be acting in concert with Worldpay had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Vantiv securities, nor has any suchperson dealt for value in any relevant Vantiv securities, during the Offer Period;
(G) no person who has an arrangement with Worldpay had any interest in, right to subscribe in respect of,or any short position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant Worldpay securities, nor has any such person dealtfor value in any relevant Worldpay securities during the Offer Period;
(H) no person who has an arrangement with Worldpay had any interest in, right to subscribe in respect of,or any short position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant Vantiv securities, nor has any such person dealt forvalue in any relevant Vantiv securities during the Offer Period;
(I) neither Worldpay, nor any person acting in concert with it, has borrowed or lent any relevant Worldpaysecurities, save for any borrowed shares which have been either on-lent or sold; and
(J) neither Worldpay, nor any person acting in concert with it, has borrowed or lent any relevant Vantivsecurities, save for any borrowed shares which have been either on-lent or sold.
4.2 Save as disclosed in paragraph 3 above, as at the Latest Practicable Date:
(A) no member of the Vantiv Group had any interest in, right to subscribe in respect of, any short positionunder a derivative in relation to any, or had any delivery obligation or any right to require anotherperson to take delivery of relevant Worldpay securities nor has any member of the Vantiv Group dealtfor value in any relevant Worldpay securities during the disclosure period;
(B) no member of the Vantiv Group had any interest in, right to subscribe in respect of, any short positionunder a derivative in relation to any, or had any delivery obligation or any right to require anotherperson to take delivery of relevant Vantiv securities nor has any member of the Vantiv Group dealt forvalue in any relevant Vantiv securities during the disclosure period;
(C) none of the Vantiv Directors or Bidco Directors had any interest in, right to subscribe in respect of, anyshort position under a derivative in relation to any, or had any delivery obligation or any right torequire another person to take delivery of relevant Worldpay securities, nor has any such person dealtfor value in any relevant Worldpay securities during the disclosure period;
(D) none of the Vantiv Directors or Bidco Directors had any interest in, right to subscribe in respect of, anyshort position under a derivative in relation to any, or had any delivery obligation or any right to
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require another person to take delivery of relevant Vantiv securities, nor has any such person dealt forvalue in any relevant Vantiv securities during the disclosure period;
(E) no person deemed to be acting in concert with Vantiv or Bidco had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Worldpay securities, nor has any suchperson dealt for value in any relevant Worldpay securities, during the disclosure period;
(F) no person deemed to be acting in concert with Vantiv or Bidco had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Vantiv securities, nor has any suchperson dealt for value in any relevant Vantiv securities, during the disclosure period;
(G) no person who has an arrangement with Vantiv or Bidco had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Worldpay securities, nor has any suchperson dealt for value in any relevant Worldpay securities during the disclosure period;
(H) no person who has an arrangement with Vantiv or Bidco had any interest in, right to subscribe inrespect of, or any short position under a derivative in relation to any, or had any delivery obligation orany right to require another person to take delivery of relevant Vantiv securities, nor has any suchperson dealt for value in any relevant Vantiv securities during the disclosure period;
(I) neither Vantiv nor Bidco, nor any person acting in concert with it, has borrowed or lent any relevantWorldpay securities, save for any borrowed shares which have been either on-lent or sold; and
(J) neither Vantiv nor Bidco, nor any person acting in concert with it, has borrowed or lent any relevantVantiv securities, save for any borrowed shares which have been either on-lent or sold.
4.3 Save as disclosed in this document, no persons have given any irrevocable or other commitment to vote infavour of the Scheme or the resolutions to be proposed at the General Meeting.
4.4 Save as disclosed in this document, none of: (i) Vantiv, Bidco or any person acting in concert with eitherVantiv or Bidco; or (ii) Worldpay or any person acting in concert with Worldpay, has, in either case, anyarrangement in relation to relevant securities.
4.5 Save as disclosed in this document, no agreement, arrangement or understanding (including anycompensation arrangement) exists between Vantiv, Bidco or, in either case, any person acting in concertwith it and any of the Worldpay Directors or the recent directors, shareholders or recent shareholders ofWorldpay having any connection with or dependence upon or which is conditional upon the Merger.
4.6 Save as disclosed in this document, there is no agreement, arrangement or understanding whereby thebeneficial ownership of any Worldpay Shares to be acquired by Vantiv and Bidco pursuant to the Schemewill be transferred to any other person, however Vantiv and Bidco reserve the right to transfer any suchshares to any member of the Vantiv Group.
4.7 No relevant securities of Worldpay have been redeemed or purchased by Worldpay during the disclosureperiod.
4.8 Save for the Vantiv Shares acquired by Vantiv in connection with the Fifth Third Transaction, no relevantsecurities of Vantiv have been redeemed or purchased by Vantiv during the disclosure period.
5. Directors’ service contracts and emoluments
Worldpay Directors’ service contracts and emoluments
5.1 Executive Directors
The particulars of the executive director service contract between relevant members of the Worldpay Group andthe executive director are set out below. Save as set out below, no such contract has been entered into oramended during the six months preceding publication of this document.
Philip Jansen
Philip Jansen’s service contract with Worldpay dated 1 September 2015 provides for his appointment tocommence on the same date and continue (subject to the provisions of the service contract) until terminatedeither by him or Worldpay giving to the other not less than 12 months’ prior notice in writing. Unless otherwiseagreed, Mr Jansen’s employment will terminate on the date on which he reaches the age of 65 or any later agedetermined by the Board as the normal retirement age for all employees.
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Under the terms of the contract, Mr Jansen is entitled to a basic salary of £850,000 per annum (subject to theappropriate usual deductions for tax and national insurance contributions) and reimbursement for all reasonableand properly documented expenses incurred by him in the proper performance of his duties. Worldpay may in itsabsolute discretion pay Mr Jansen a bonus dependent upon achievement against annual set targets as agreed bythe Board, with a potential target payment of 100 per cent. of base salary, with leverage of up to 200 per cent. ofbase salary. Mr Jansen is not entitled to any fees in respect of any directorship of Worldpay or the WiderWorldpay Group and must pay to Worldpay all such fees received.
Mr Jansen is also entitled to private medical cover (which also covers his family) and permanent health insuranceand is eligible to participate in Worldpay’s life assurance scheme and group personal pension scheme. Mr Jansenmay also participate in any other benefit plans generally made available to employees or senior employees ofWorldpay on the condition that any costs of such participation are deducted from his salary where appropriate.Worldpay will provide an allowance equal to 20 per cent. of Mr Jansen’s annual salary (not including any bonus)and Mr Jansen may elect that such part of that allowance will be contributed to Worldpay’s group personalpension scheme on a monthly basis and the remainder (if any) will be paid to him as salary each month. MrJansen is also required to make contributions to the scheme at a level agreed from time to time with Worldpay.Mr Jansen also receives a car allowance of £23,000 per annum.
In addition to the usual public holidays in England and Wales, Mr Jansen may take 30 days’ holiday on full payin each holiday year. On termination of Mr Jansen’s employment, he will either be entitled to salary in lieu ofany outstanding pro rata holiday entitlement or be required to repay to Worldpay any salary received in respect ofholiday taken in excess of his pro rata holiday entitlement.
Worldpay may, by summary notice, terminate Mr Jansen’s employment immediately and without compensationin certain prescribed scenarios, including if Mr Jansen commits any breach of any of the material terms orconditions of his service contract. In addition, Worldpay may terminate Mr Jansen’s employment with immediateeffect by: (i) giving him written notice; and (ii) paying him a termination payment equivalent to the aggregateamount of his basic salary and the value of his contractual benefits (other than bonus) for the required noticeperiod or unexpired period, together with payment for any accrued but unused holiday entitlement.
Pursuant to a letter dated 28 February 2017, Mr Jansen’s base salary was increased from £850,000 to £871,000 (a2.5 per cent. increase) effective 1 April 2017.
Rick Medlock
Rick Medlock’s service contract with Worldpay dated 1 September 2015 provides for his appointment tocommence on the same date and continue (subject to the provisions of the service contract) until terminatedeither by him or Worldpay giving to the other not less than 12 months’ prior notice in writing. Mr Medlock’sservice contract contains similar terms to Philip Jansen’s service contract as described above.
Mr Medlock is entitled to a basic salary of £500,000 per annum (subject to the appropriate usual deductions fortax and national insurance contributions), and the bonus payable to him at Worldpay’s absolute discretion is apotential target payment of 80 per cent. of base salary for achievement of the targets set for that year, withleverage up to 160 per cent. of base salary. In addition, Mr Medlock is eligible to participate in the executivebonus plan for 2015 and the bonus award achieved (if any) will be pro-rated as appropriate.
Mr Medlock is entitled to participate in Worldpay’s group personal pension scheme and Worldpay will provide amonthly allowance equal to 20 per cent. of Mr Medlock’s monthly base salary (not including any bonus). MrMedlock is also entitled to private medical cover (which also covers his family) and permanent health insuranceand is eligible to participate in Worldpay’s life assurance scheme and group personal pension scheme. MrMedlock may also participate in any benefit plans generally available to employees or senior employees ofWorldpay on the condition that any costs of such participation are deducted from his salary as appropriate.
In addition to the usual public holidays in England and Wales, Mr Medlock may take 30 days’ holiday on fullpay in each holiday year. On termination of Mr Medlock’s employment, he will either be entitled to salary in lieuof any outstanding pro rata holiday entitlement or be required to repay to Worldpay any salary received in respectof holiday taken in excess of his pro rata holiday entitlement.
Worldpay may, by summary notice, terminate Mr Medlock’s employment immediately and without compensationin certain prescribed scenarios, including if Mr Medlock commits any breach of any of the material terms or
117
conditions of his service contract. In addition, Worldpay may terminate Mr Medlock’s employment with immediateeffect by: (i) giving him written notice; and (ii) paying him a termination payment equivalent to the aggregateamount of his basic salary and the value of his contractual benefits (other than bonus) for the required notice periodor unexpired period, together with payment for any accrued but unused holiday entitlement.
Pursuant to a letter dated 28 February 2017, Mr Medlock’s base salary was increased from £500,000 to £512,000(a 2.5 per cent. increase) effective 1 April 2017.
Ron Kalifa
Ron Kalifa’s service contract with Worldpay is dated and effective on 1 September 2015 and provides for hisappointment to continue (subject to the provisions of the service contract) until terminated either by him orWorldpay giving to the other not less than 12 months’ prior notice in writing. Mr Kalifa’s service contractcontains similar terms to Philip Jansen’s service contract as described above.
Mr Kalifa is entitled to a basic salary of £475,000 per annum (subject to the appropriate usual deductions for taxand national insurance contributions), and the bonus payable to him at Worldpay’s absolute discretion is apotential target payment of 80 per cent. of base salary for achievement of the targets set for that year and apotential maximum of 160 per cent. of base salary.
Mr Kalifa is also entitled to private medical cover (which also covers his family) and permanent health insuranceand is eligible to participate in Worldpay’s life assurance scheme and defined contribution pension scheme.Mr Kalifa may also participate in any benefit plans generally available to employees or senior employees ofWorldpay on the condition that any costs of such participation are deducted from his salary where appropriate.Mr Kalifa will also receive an allowance from Worldpay equal to 20 per cent. of his annual salary (not includingany bonus) and Mr Kalifa may elect that such part of that allowance will be contributed to Worldpay’s definedcontribution pension scheme on a monthly basis and the remainder (if any) will be paid to him as salary each month.
In addition to the usual public holidays in England and Wales, Mr Kalifa may take 30 days’ holiday on full payin each holiday year. On termination of Mr Kalifa’s employment, he will either be entitled to salary in lieu of anyoutstanding pro rata holiday entitlement or be required to repay to Worldpay any salary received in respect ofholiday taken in excess of his pro rata holiday entitlement.
Worldpay may, by summary notice, terminate Mr Kalifa’s employment immediately and without compensationin certain prescribed scenarios, including if Mr Kalifa commits any material breach of any of the material termsor conditions of his service contract. Worldpay may, however, not terminate Mr Kalifa’s employmentimmediately and without compensation in the event that Mr Kalifa is absent from his duties for a length of timeowing to incapacitation. After a consecutive period of absence of one month, Worldpay will be entitled at anytime to appoint a further executive director or employee to perform Mr Kalifa’s duties and to exercise his powerssave that such appointment will be revoked immediately on Mr Kalifa’s return to work.
In addition, Worldpay may terminate Mr Kalifa’s employment with immediate effect by: (i) giving him writtennotice; and (ii) paying him a termination payment equivalent to the aggregate amount of his basic salary and thevalue of his contractual benefits (other than bonus) for the required notice period or unexpired period, togetherwith payment for any accrued but unused holiday entitlement.
Pursuant to a letter dated 28 February 2017, Mr Kalifa’s base salary was increased from £475,000 to £486,000 (a2.5 per cent. increase) effective 1 April 2017.
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5.2 Non-Executive Directors
The particulars of the non-executive director appointment letters between Worldpay and the WorldpayNon-Executive Directors are set out below. Save as set out below, no such contract has been entered into oramended during the six months preceding publication of this document:
Name ofDirector
Effective dateof contract
Expiry of termof directorship
Noticeperiods
Remuneration (salaryand other benefits)
Compensation uponearly termination
Sir Michael Rake 1 September2015
Worldpay 2018annual generalmeeting(AGM)
Three months’written noticefrom eitherparty
£425,000 per annum(less any statutorydeductions) andreimbursement for allreasonable andproperly documentedexpenses incurred inthe performance ofduties
None
Martin Scicluna 8 September2015
Worldpay 2018AGM
One monthwrittennotice fromeither party
£160,000 per annum(less any statutorydeductions) andreimbursement for allreasonable andproperly documentedexpenses incurred inthe performance ofduties
None
John Allan 8 September2015
Worldpay 2018AGM
One monthwritten noticefrom eitherparty
£130,000 per annum(less any statutorydeductions) andreimbursement for allreasonable andproperly documentedexpenses incurred inthe performance ofduties
None
Karen Richardson 1 July 2016 Worldpay 2019AGM
Three months’written noticefrom eitherparty
£100,000 per annum(less any statutorydeductions),reimbursement for allreasonable andproperly documentedexpenses incurred inthe performance ofduties, and anadditional fee of£20,000 per annum torecognise additionaltime commitment asMs Richardson’sprimary residence isoutside of Europe
None
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Name ofDirector
Effective dateof contract
Expiry of termof directorship
Noticeperiods
Remuneration (salaryand other benefits)
Compensation uponearly termination
DeannaOppenheimer
1 January2016
Worldpay 2019AGM
Three months’written noticefrom eitherparty
£120,000 per annum(less any statutorydeductions) andreimbursement for allreasonable andproperly documentedexpenses incurred inthe performance ofduties, and anadditional fee of£20,000 per annum torecognise additionaltime commitment asMs Oppenheimer’sprimary residence isoutside of Europe
None
5.3 The appointment of each Worldpay Non-Executive Director is subject to re-election on an annual basis byWorldpay Shareholders at each AGM.
5.4 The fees payable to Worldpay Directors are subject to annual review by the Worldpay Board or theremuneration committee of the Worldpay Board, as applicable.
5.5 Save as disclosed above:
(A) no Worldpay Director is entitled to commission or profit sharing arrangements;
(B) other than statutory compensation and payment in lieu of notice, no compensation is payable byWorldpay to any Worldpay Director upon early termination of their appointment; and
(C) there are no service contracts or letters of appointment between any Worldpay Director or proposeddirector of Worldpay and any member of the Worldpay Group and no such contract or letter ofappointment has been entered into or amended within the six months preceding the date of thisdocument.
5.6 Save as set out in this document, the effect of the Scheme on the interests of the Worldpay Directors doesnot differ from its effect on the like interests of any other holder of Scheme Shares.
Vantiv Directors’ emoluments
5.7 Changes to the emoluments of the Vantiv Directors and Bidco Directors are being considered in the light ofthe Merger, but to date no final decisions have been made in this regard. Save as aforesaid, the emolumentsof the Vantiv Directors and the Bidco Directors will not be affected by the Merger or any other associatedtransaction.
6. Market quotations
Worldpay
6.1 The following table shows the closing middle market prices for Worldpay Shares as derived from theOfficial List for the first dealing day of each month from January 2017 to November 2017 inclusive, for3 July 2017 (being the last business day before commencement of the Offer Period), for 8 August 2017(being the last business day before the Announcement) and for the Latest Practicable Date:
Date Worldpay Share price (£)
3 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.711 February 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . 2.881 March 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.743 April 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.952 May 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.081 June 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.143 July 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.201 August 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.72
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Date Worldpay Share price (£)
8 August 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.841 September 2017 . . . . . . . . . . . . . . . . . . . . . . . . . 4.152 October 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.081 November 2017 . . . . . . . . . . . . . . . . . . . . . . . . . 4.0724 November 2017 . . . . . . . . . . . . . . . . . . . . . . . . 4.15
Vantiv
6.2 The following table shows the closing prices for Vantiv Shares as derived from the New York StockExchange for the first dealing day of each month from January 2017 to November 2017 inclusive, for 3 July2017 (being the last business day before commencement of the Offer Period), for 8 August 2017 (being thelast business day before the Announcement) and for the Latest Practicable Date:
Date Vantiv Share price ($)
3 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.571 February 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.251 March 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.703 April 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.621 May 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.331 June 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.103 July 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.511 August 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.558 August 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.061 September 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.812 October 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70.141 November 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 69.8524 November 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . 72.40
7. Material contracts
7.1 Vantiv Group material contracts
Save for the merger-related arrangements described at paragraph 8 below and the financing agreementsdescribed at paragraph 11 below, no member of the Vantiv Group (including Bidco) has, during the periodbeginning on 3 July 2015 and ending on the Latest Practicable Date, entered into any material contractotherwise than in the ordinary course of business.
7.2 Worldpay material contracts
Save as disclosed below and save for the merger-related arrangements described at paragraph 8 below, nomember of the Worldpay Group has, during the period beginning on 3 July 2015 and ending on the LatestPracticable Date, entered into any material contract otherwise than in the ordinary course of business.
The following contracts, not being contracts entered into in the ordinary course of business, have beenentered into by members of the Worldpay Group in the period beginning on 3 July 2015 and ending on theLatest Practicable Date.
7.3 Visa Europe sale
On 10 May 2016, Visa Inc. (VI) and Visa Europe Limited (VE) entered into an amended and restatedtransaction agreement (the Amended Transaction Agreement) which amends and restates the transactionagreement dated as of 2 November 2015 (the Original Transaction Agreement) between the parties,pursuant to which VI and VE agreed the terms and conditions of VI’s acquisition of 100 per cent. of theshare capital of VE (the Transaction). 441 Trust Company (the VE Member Representative), which actson behalf of holders of the shares in VE (including Worldpay) (the VE Members), was joined to theAmended Transaction Agreement on 9 June 2016. In addition, the VE Member Representative and VEMembers entered into a trust deed on 21 June 2016 pursuant to which the VE Member Representative(among other things) declared a trust over its rights under the Amended Transaction Agreement in favour ofthe VE Members. The Transaction was completed on 21 June 2016.
Worldpay received a mixture of cash and non-cash consideration valued at €1,051,300,000 for the disposalof its interest in VE to VI. The consideration comprised €589,700,000 upfront cash, €405,400,000 of Series
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B Preferred Stock (as defined below) in VI and €56,200,000 deferred cash consideration payable three yearsafter completion. €547,500,000 of the upfront cash consideration and all of the preferred stock may bereduced by any final settlement of potential liabilities relating to ongoing interchange-related litigationinvolving VE. Worldpay has a class of share capital comprising non-voting redeemable contingent valueright shares with a par value of £1.8475 each (the CVRs). The holders of the CVRs are entitled to 90 percent. of the net post-tax proceeds of the disposal in accordance with the terms of the CVRs (subject toWorldpay’s right of retention), with Worldpay retaining 10 per cent. of the net proceeds.
In connection with the sale of VE, the VE Member Representative entered into a litigation managementdeed (the Litigation Management Deed) and the UK Members (i.e. Worldpay (UK) Limited (WPUKL)and the ten other largest UK members of VE) entered into a loss sharing agreement (the Loss SharingAgreement) with, amongst others, VI and certain members of VE, each as more fully described below(together with the Amended Transaction Agreement, the VE Sale Documents). The Amended TransactionAgreement is governed by the laws of the State of New York; the Litigation Management Deed and LossSharing Agreement are governed by English law and any dispute arising out of or in connection with thosedocuments shall be referred to and finally resolved by arbitration under the rules of the London Court ofInternational Arbitration.
The following is a summary of the principal terms of the VE Sale Documents.
(a) Amended Transaction Agreement
The Amended Transaction Agreement, among other things, deleted the contingent consideration of up to€4 billion, plus compounded interest at a rate of 4.0 per cent. per annum, that would have been payable toVE Members under the Original Transaction Agreement. Instead, the Amended Transaction Agreementprovided that, subject to the terms and conditions thereof, VI will pay: (a) at the closing of the Transaction(the Closing), aggregate upfront cash consideration of €12,250,000,000, reflecting the €11,500,000,000upfront cash consideration contemplated by the Original Transaction Agreement, plus additional upfrontcash consideration of €750,000,000, and (b) on the third anniversary of Closing, an additional cash paymentof €1,124,864,000. The terms of the Transaction remain otherwise unchanged.
In addition, at Closing, VI issued (a) 2,480,500 shares of Series B Convertible Participating Preferred Stock,par value $0.0001 per share (the Series B Preferred Stock), to certain VE members in the United Kingdomand the Republic of Ireland (the UK&I Preferred Stock) and (b) 3,157,000 shares of Series C ConvertibleParticipating Preferred Stock, par value $0.0001 per share, to certain other VE members (the EuropePreferred Stock).
Under the Amended Transaction Agreement, the parties provided customary representations and warranties.VE also provided extensive covenants relating to the conduct of its business during the period from the dateof the Original Transaction Agreement until Closing or earlier termination of the Amended TransactionAgreement. Such covenants include an obligation that VE shall not, without the prior written consent of VI(which will not be unreasonably withheld, conditioned or delayed), grant any options or rights to acquireany shares of its capital stock, or directly or indirectly sell, encumber or otherwise dispose of, in whole or inpart, any of its properties or assets to any person other than (i) in the ordinary course of business or(ii) where such amount of disposals does not exceed a net book value of €10,000,000 in the aggregate.
The VE Member Representative is a party to the Amended Transaction Agreement solely to take the benefitof, and undertake to perform its obligations under, certain sections of the Amended Transaction Agreement(the VE Member Representative Sections). These obligations include distributing the consideration due tothe VE Members and delivering certain documents at Closing. VE and VI each acknowledge and agree thatthe VE Member Representative will be entitled to pursue and enforce any claim for breach of the VEMember Representative Sections as principal and will be entitled to claim any damages or losses suffered orincurred by the VE Members.
(b) Litigation Management Deed
In connection with Closing, Visa Inc., the VE Member Representative and the other parties thereto enteredinto the Litigation Management Deed on 21 June 2016. The deed sets forth certain procedures for themanagement of Covered Claims, i.e. any claim, demand, action or investigation of any nature whatsoeverconcerning (i) any multilateral interchange fees (each, a MIF) applicable to a domestic transaction, an intra-
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regional transaction or an inter-regional transaction in each jurisdiction that Visa Europe operates (each suchjurisdiction a VE Territory) during the period (a) before Closing, and (b) from and after Closing until thedate on which VI or any of its controlled affiliates is legally permitted to set the MIF to which the relevantCovered Claim(s) relate(s) (such period the Covered Period), or (ii) point of sale rules that apply totransactions in the VE Territory during the Covered Period where the measure of alleged injury, damage orloss is based wholly or substantially on the level of MIFs paid in transactions in the VE Territory during theCovered Period.
VI will have the conduct and control of the Covered Claims in accordance with the terms of the LitigationManagement Deed. VI and the VE Member Representative (acting by the litigation management committeeof the board of directors of the VE Member Representative (the LMC), the claims committee of the boardof directors of the VE Member Representative (the VEMR Board) comprising up to six VE MemberRepresentative directors appointed by VE Members incorporated and/or domiciled in the United Kingdomor the Republic of Ireland (the UK&I Domestic Claims Committee) or the claims committee of the VEMRBoard comprising up to seven VE Member Representative directors appointed by VE Members incorporatedand/or domiciled in the VE Territory but outside of the United Kingdom and the Republic of Ireland (theEurope Domestic Claims Committee)) will, in good faith, use reasonable endeavours to ensure that all keydecisions in relation to the Covered Claims are to be taken with a view to keeping the exposure to CoveredLosses (as defined below) to the lowest levels possible whilst not otherwise materially damaging VI’songoing business interests. In addition, VI will discuss and consult with the VE Member Representative,acting by the LMC (and by the UK&I Domestic Claims Committee in relation to Covered Claims with atleast 75 per cent. of their value attributable to UK&I domestic Covered Claims, and the Europe DomesticClaims Committee in relation to Covered Claims with at least 75 per cent. of their value attributable toEurope domestic Covered Claims), on key strategic decisions in relation to Covered Claims and willconsider suggestions and recommendations made by the LMC (and by the UK&I Domestic ClaimsCommittee or by the Europe Domestic Claims Committee, as appropriate) in that regard.
The Litigation Management Deed also contains provisions for the allocation of Covered Losses (i.e. all andany existing or future liabilities, damages, judgments, reasonable costs and expenses (including reasonableattorney fees and costs) and any other losses of any nature whatsoever arising out of, or resulting from, anyCovered Claims, which in each case have either been paid or are due and payable). In this regard, VI shall,within 60 business days of a Covered Loss having been paid or becoming due and payable by VI and/or anyof VI’s affiliates or, if later, within 60 business days of Closing, make a proposal to the LMC, the UK&IDomestic Claims Committee and the Europe Domestic Claims Committee for the allocation of eachCovered Loss between domestic Covered Claims and/or intra-regional Covered Claims and/or inter-regionalCovered Claims, and shall specify the time for responding to that proposal. VI’s proposal shall be final andbinding unless the LMC and/or the UK&I Domestic Claims Committee and/or the Europe Domestic ClaimsCommittee notifies VI in writing that they disagree with such proposal within the period specified by VI fora response. If such a notice is served within that time frame, VI and whichever of the LMC and/or the UK&IDomestic Claims Committee and/or the Europe Domestic Claims Committee has served notice will jointlyseek, and agree to be bound by, advice from a mutually agreed Queen’s Counsel in accordance with theterms of the Litigation Management Deed.
Finally, the Litigation Management Deed sets out the procedures for the determination of any acceleratedconversion or adjustment to the conversion rate of the shares of UK&I Preferred Stock and Europe PreferredStock. At the 4th, 6th, 8th, 9th, 10th and 11th anniversaries of Closing and annually thereafter (amongstother dates), VI will carry out an assessment (a Release Assessment) of the extent to which it is appropriateto effect a partial conversion of UK&I Preferred Stock or Europe Preferred Stock into the Class A commonstock of VI, par value $0.0001 per share or Series A Convertible Participating Preferred Stock of VI, parvalue $0.0001 per share (the Series A Preferred Stock), in accordance with the terms of the UK&IPreferred Stock or Europe Preferred Stock (an Accelerated Conversion). In making each ReleaseAssessment, VI will consult with the LMC and consider certain factors, including the views expressed bythe LMC, to make a conservative assessment of the ongoing risk of liability pursuant to the Covered Claimsand to determine the amount and timing of any Accelerated Conversion.
(c) Loss Sharing Agreement
In connection with the execution of the Original Transaction Agreement, VI, VE and the UK Membersentered into the Loss Sharing Agreement on 2 November 2015. Under the Loss Sharing Agreement, the UKMembers provide specific covenants and apportion any liability under the agreement in respect of Covered
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Losses that have been finally allocated in accordance with the terms of the Litigation Management Deed asarising out of, or resulting from, a UK domestic Covered Claim (the UK Covered Losses) between the UKMembers.
Each UK Member severally covenants, amongst other things, to pay to VI (or its designated affiliate) (thePurchaser) an amount equal to that UK Member’s Indemnity Proportion (as defined below) of any UKCovered Losses suffered or incurred by any “Visa Group Member” (being each of VI, VE, the Purchaserand any of their respective affiliates from time to time, and any of their respective representatives, and VisaUK). In addition, each of the UK Members shall exercise its voting rights as a shareholder to procure thatthe directors of Visa UK shall vote against any proposal by Visa UK to recover from the UK Members inrespect of (i) any UK Covered Losses, or (ii) any Covered Losses arising from domestic Covered Claimsother than UK domestic Covered Claims, to the extent that such Covered Losses arise as a result of theactivities of such UK Member in the United Kingdom, provided that this obligation will cease not to apply ifVisa UK becomes an affiliate of VI.
The maximum aggregate liability of each UK Member shall not exceed the aggregate amount of the cashconsideration that such UK Member receives on Closing (the Indemnity Cap) and, in respect of anyparticular claim, the maximum liability of each UK Member shall not exceed its indemnity proportion,being a percentage amount calculated by dividing the relevant UK Member’s Indemnity Cap by theaggregate cash consideration converted into pounds sterling as at the date of Closing received by all the VEMembers who are headquartered are principally domiciled in the United Kingdom (the IndemnityProportion), of such claim. The Indemnity Cap applicable to WPUKL is €547,500,000.
The UK Members shall not be liable to pay any amount in discharge of a claim under the Loss SharingAgreement unless the Purchaser has given a claim notice in respect of that claim to the VE MemberRepresentative, or such other person as the VE Member Representative may notify to the Purchaser fromtime to time (the UK Members’ Representative), on or prior to the earlier of (i) the date falling six monthsfrom, but excluding, the applicable date on which a Covered Loss has been finally allocated as a UKCovered Loss in accordance with the Litigation Management Deed (the UK Covered Loss AllocationDate), and (ii) the date falling 30 business days after, but excluding, the date on which the “Class ACommon Equivalent Number” (being, with respect to each share of Series B Preferred Stock, the number ofshares of underlying Class A common stock, issuable upon conversion, or represented by the Series APreferred Stock issuable upon conversion, at an initial conversion rate of 13.952, as adjusted from time totime in accordance with the certificate of designations of Series B Convertible Participating Preferred Stockof VI (the UK&I Certificate of Designations)) has been reduced to zero pursuant to one or moreconversion adjustments pursuant to the terms of the UK&I Certificate of Designations, except in respect of apotential claim (a Potential Claim) of which the Purchaser has given written notice to the UK Members’Representative before such date. However, no UK Member shall have any liability under the Loss SharingAgreement in respect of a Potential Claim within six months of the applicable UK Covered Loss AllocationDate.
7.4 RBS Transitional Services Agreement
WPUKL and Royal Bank of Scotland plc (RBS) entered into a transitional services agreement on30 November 2010 (the Original RBS TSA), which was subsequently amended by agreement of the partiespursuant to a deed of amendment dated 9 December 2013 (the RBS TSA First Deed of Amendment) and asecond deed of amendment dated 1 December 2015 (the RBS TSA Second Deed of Amendment) (togetherwith the Original RBS TSA and the RBS TSA First Deed of Amendment, the RBS TSA). The services to beprovided under the RBS TSA were described in more detail in services schedules appended to a standardsdocument agreement entered into by the parties on 30 November 2010 (the RBS TSA Standards).
Pursuant to the Original RBS TSA, RBS agreed to continue to provide certain acquiring services to WPUKLon a transitional basis, for up to 60 months (i.e. five years) from 30 November 2010, following Worldpay’sdivestment from the RBS group.
Under the RBS TSA First Deed of Amendment, WPUKL had an option to extend the period during whichRBS would continue to provide certain services for 24 months on six months’ notice prior to the expiry ofthe foregoing 60 month period under the Original RBS TSA (the First Extension). Pursuant to anotification for the extension of services dated 27 May 2015, WPUKL served notice on RBS that it was
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exercising its right to the First Extension in respect of certain services. The technology services subject tothe First Extension comprised the following:
• Streamline Application Change;
• Streamline Run Operations;
• Desktop Services;
• Networking Services;
• Shared Platform; and
• IT Security.
Other services subject to the First Extension comprised the following:
• Operations – Business Incident Management;
• Printing and Distribution of Merchant Invoices and Reports;
• RBGS (Operational Financial Services) Team Management and Payments Keying Team;
• Property Services in respect of (a) Dalkeith and (b) Tranent;
• Ulster Bank Intranet Services; and
• Ulster Bank – IT Service Delivery.
The First Extension in respect of each of these services is due to expire on 30 November 2017, unlessterminated earlier in accordance with the provisions of the RBS TSA.
Under the RBS TSA Second Deed of Amendment, WPUKL had an option to extend the period duringwhich RBS would continue to provide the above technology and other services (save for the SharedPlatform service) for a further 24 months on nine months’ notice prior to the expiry of the foregoing 84month period under the Original RBS TSA and the First Extension (the Second Extension). WPUKL servednotice on RBS that it was exercising its right to the Second Extension in respect of those same services byletter dated 22 February 2017. In exercising this right, pursuant to the RBS TSA Second Deed ofAmendment, Worldpay agreed to pay management fees of £3 million to RBS, £1.5 million payable no laterthan 1 December 2017 and £1.5 million payable no later than 1 December 2018.
As a result of a major capital and operating expenditure programme to upgrade certain aspects of itsproprietary global payments platform and to separate from RBS infrastructure, the Worldpay Group hasgradually reduced its use of RBS services, having already migrated and upgraded its real-time authorisationsengine, payment gateway components, and a new set of back office and productivity systems. As a result,the only services currently being provided to the Worldpay Group by RBS pursuant to the First Extension,and that will continue to be provided pursuant to the Second Extension, are as follows:
• hosting of Worldpay developed and supported software on the RBS mainframe for clearing andsettlement;
• RBS infrastructure and support services for Worldpay developed and supported back office software;and
• desktops and network access for approximately 58 Worldpay employees to access RBS reports andadministrative screens for the above services.
The Second Extension in respect of each of these services will expire on 30 November 2019 unlessterminated earlier in accordance with the provisions of the RBS TSA. By agreement with RBS, theprovision of the services known as ‘Ulster Bank Intranet Services’ and ‘Ulster Bank—IT Service Delivery’will terminate on 30 November 2017.
Charges in respect of the provision of services are on a pass through basis. Since 30 November 2015, costshave additionally been subject to a progressive ratchet, currently 25 per cent. for the six-month period ended30 November 2017 (applied to costs as at 30 November 2015). From 1 December 2017 to 30 November2018, the ratchet will increase to 50 per cent. (applied to costs for the period ended 30 November 2017) andfor the period from 1 December 2018 to 30 November 2019, the ratchet will further increase to 100 per cent.(applied to costs for the period ended 30 November 2018).
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WPUKL may terminate any of the services before the scheduled end date subject to providing notice, asspecified in the RBS TSA Standards. The notice period required for terminating the technology services issix months, and the notice period required for terminating the other services ranges from one to six monthsdepending on the service provided. Either party may terminate the RBS TSA immediately if an insolvencyrelated breach occurs in relation to the other party, if the defaulting party does not remedy a material breachwithin 30 days of written notice or if a force majeure event has lasted for more than 30 days.
RBS is required to provide the services in accordance with certain agreed quantitative and qualitativeservice levels set out in the RBS TSA Standards (which are intended to be consistent with services levels towhich those services were provided prior to separation) and applicable law.
Pursuant to the Original RBS TSA, WPUKL was responsible for preparing an initial transition plan settingout the steps the parties intended to take to transfer the services to WPUKL, any member of its group, or anyother successor service provider. Each party is responsible for its own costs in complying with the transitionplan and the plan is routinely monitored and updated by a joint RBS/WPUKL committee. Upon terminationor expiry of services, RBS must provide WPUKL with any reasonable assistance necessary to transfer suchservices from RBS to any successor service provider with the minimum disruption, and must provide suchsuccessor with data and information relating to WPUKL’s business relevant to the terminated servicestogether with all related documentation. As an exception to the above own costs rule, WPUKL will bear thefirst £8.0 million of costs reasonably and properly incurred by RBS in connection with such transfer. Theparties agreed to share any decommissioning costs equally, provided that WPUKL’s share is capped at£1.75 million (such costs being those reasonably and properly incurred by RBS for resources no longerrequired as a consequence of the termination of services).
Each party’s liability for services provided under the RBS TSA shall be limited in respect of claims made inany year to the amount of charges for services under the RBS TSA in that year, capped in aggregate for allclaims at £75.0 million. The limits on liability do not apply to certain losses, such as losses arising fromfraud.
The services are subject to a multi-layered governance process and there is an agreed escalation process inthe event of disputes between the parties.
7.5 Senior Facilities Agreement
On 4 September 2015, Worldpay as parent, Bank of America Merrill Lynch International Limited, Bank ofChina Limited, London Branch, Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank,Goldman Sachs International, Lloyds Bank plc, Mediobanca International (Luxembourg) SA, MorganStanley Bank International Limited, The Royal Bank Of Scotland plc, Unicredit Bank AG, London Branch,Credit Suisse AG, London Branch, Mizuho Bank, Ltd., Royal Bank of Canada, UBS Limited, SumitomoMitsui Banking Corporation Europe Limited, Crédit Industriel et Commercial, London Branch, DeutscheBank Luxembourg S.A. and KeyBank National Association as arrangers, Lloyds Bank plc as documentationagent, The Royal Bank of Scotland plc as agent and others entered into a senior facilities agreement (theFacilities Agreement).
The Facilities Agreement provides for senior bank facilities (the Facilities) comprising: (i) a three year£600.0 million bullet term facility (Term Loan Facility 1); (ii) a five year £900.0 million bullet termfacility a portion of which was drawn in US dollars; and (iii) a five year £200.0 million revolving creditfacility (the Revolving Facility). The Term Loan Facility 1 was partly repaid in November 2015 using theproceeds from the 2022 Notes (as defined below) and the Revolving Facility was increased to£500.0 million in May 2017.
The interest rate payable on a loan under each of the Facilities for each interest period is the LondonInterbank Offered Rate plus a margin. The margin is subject to a margin ratchet calculated by reference tothe ratio of Worldpay’s total net debt to consolidated pro forma EBITDA. Worldpay and certain affiliates ofWorldpay are the borrowers under the Facilities Agreement. The Facilities are unsecured but certainsubsidiaries of Worldpay which together represent at least 80.0 per cent. of Worldpay’s consolidatedEBITDA and gross assets provide a continuing guarantee of the punctual performance of the borrowers’payment obligations thereunder.
The Facilities Agreement contains customary warranties, representations, covenants (including limitedrestrictions on disposals, financial covenants, a negative pledge and a restriction on the incurrence of
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indebtedness by members of Worldpay which are not guarantors of the Facilities) and events of default (ineach case, subject to customary agreed exceptions, materiality tests, carve-outs and grace periods). Inaddition, the Facilities Agreement also contains a leverage financial covenant which Worldpay must complywith, being the ratio of Worldpay’s total net debt to consolidated pro forma EBITDA. The leveragecovenant is tested semi-annually by reference to the audited consolidated financial statements for eachfinancial year and the consolidated financial statements for each half year with the leverage ratio steppingdown in December 2017 and June 2018 to 4.50:1 and 4.00:1 respectively. It is intended that all amountsoutstanding under the Facilities Agreement will be repaid on the Effective Date and the FacilitiesAgreement terminated.
7.6 2022 Notes
In November 2015, Worldpay Finance plc issued €500 million of 3.75 per cent. senior notes due in 2022(the 2022 Notes). Interest is payable on the 2022 Notes on 15 May and 15 November of each year beginningon 15 May 2016 until their maturity date of 15 November 2022. Worldpay Finance plc may redeem the2022 Notes at any time prior to 15 August 2022, in whole or in part, at a redemption price equal to thegreater of 100 per cent. of the principal amount thereof and the present value as of such date of redemptionof the sum of the redemption price of 100 per cent. for such 2022 Notes on 15 August 2022 and all requiredinterest payments due on such 2022 Notes through 15 August 2022 (excluding accrued but unpaid interest tothe date of redemption), computed using a discount rate equal to the bund rate, representing the rate perannum equal to the equivalent yield to maturity as of the relevant date of a comparable GermanBundesanleihe security under certain circumstances, as of such date of redemption plus 50 basis points, plusaccrued and unpaid interest and additional amounts covering certain withholdings and deductions that maybe required in certain jurisdictions (the Additional Amounts), if any, to the date of redemption.
Worldpay Finance plc’s payment obligations under the 2022 Notes are fully and unconditionallyguaranteed, jointly and severally, on an unsecured senior basis by Worldpay, as parent guarantor, andcertain of its subsidiaries.
Subject to certain limitations, in the event of a change of control of Worldpay Finance plc, Worldpay, asparent guarantor, will be required to make an offer to purchase the 2022 Notes at a price equal to 101 percent. of the aggregate principal amount of each of the 2022 Notes, plus accrued and unpaid interest andAdditional Amounts, if any, to the date of repurchase.
The indenture governing the 2022 Notes contains certain restrictions, including limitations that restrictWorldpay’s ability and the ability of Worldpay’s subsidiaries to incur secured indebtedness other thanpermitted liens, which, inter alia, include liens created for the benefit of or to secure the 2022 Notes, liens infavour of Worldpay, liens to secure certain obligations and development costs and liens existing as of thedate of the indenture governing the 2022 Notes.
8. Merger-related arrangements
8.1 Arrangements between Vantiv and Worldpay or Vantiv and the Trustee
Confidentiality Agreement
Vantiv and Worldpay have entered into the Confidentiality Agreement, pursuant to which each of Vantiv andWorldpay has undertaken to keep certain information relating to the Merger and to the other party confidentialand not to disclose such information to third parties, except to certain permitted disclosees for the purposes ofevaluating the Merger or if required by applicable laws or regulations. The confidentiality obligations of eachparty under the Confidentiality Agreement continue for two years after the date of the ConfidentialityAgreement. The agreement also contains provisions pursuant to which each party has agreed not to solicit certainemployees, suppliers and customers of the other party, subject to customary carve-outs, for a period of 18months.
Co-operation Agreement
Vantiv, Bidco and Worldpay entered into the Co-operation Agreement on 9 August 2017 (as amended andrestated on 10 August 2017), pursuant to which, among other things, Vantiv, Bidco and Worldpay have agreed toprovide such information and assistance as the other party may reasonably require for the purposes of obtainingall regulatory clearances and authorisations, making any submission, filings or notifications to any regulatoryauthority and for the preparation of this document, the Vantiv Proxy Statement and the Vantiv Prospectus.
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The Co-operation Agreement will terminate: (i) if agreed in writing between Vantiv and Worldpay, (ii) upon theservice of written notice by Vantiv or Worldpay if: (a) the Worldpay Directors withdraw their recommendationof the Merger or if this document does not include the Worldpay Recommendation, or if the Merger is to beimplemented by way of a Takeover Offer and the offer document does not include such recommendation,(b) Worldpay makes an announcement before the publication of this document that it will not convene the CourtMeeting or the General Meeting or that it intends not to post this document (otherwise than as a result of theMerger being implemented by way of a Takeover Offer), or (c) the Effective Date has not occurred on or prior tothe Long Stop Date, (iii) if a competing transaction completes, becomes effective or unconditional in all respects,(iv) upon service of written notice by Vantiv if a competing transaction is announced and such competingtransaction is recommended by the Worldpay Directors, (v) upon service of written notice by Worldpay to Vantivif the Vantiv Proxy Statement does not include the Vantiv Recommendation or a Vantiv AdverseRecommendation Announcement is made, or (vi) if any Condition has been invoked, with the consent of thePanel, and the Scheme has been withdrawn, or if the Merger is to be implemented by way of a Takeover Offer,the Takeover Offer lapses.
Vantiv has agreed to use all reasonable endeavours to secure satisfaction of all regulatory clearances andauthorisations as soon as reasonably practicable following the date of the Announcement.
The Co-operation Agreement records Vantiv’s, Bidco’s and Worldpay’s intention to implement the Merger byway of a Scheme, subject to the ability of Vantiv and/or Bidco to implement the Merger by way of a TakeoverOffer in the circumstances described in the Co-operation Agreement and summarised in this document.
The Co-operation Agreement contains provisions in relation to the treatment of awards under the WorldpayShare Schemes.
Fifth Third Transaction Agreement
Vantiv entered into a transaction agreement with Fifth Third on 7 August 2017, pursuant to which Fifth Thirdexercised its right to exchange 19,790,000 Class B units in Vantiv Holding for 19,790,000 Vantiv Shares (uponwhich 19,790,000 Class B shares in Vantiv were automatically cancelled) and immediately thereafter, Vantivpurchased those newly issued Vantiv Shares directly from Fifth Third at a price of US$64.04 per share (theclosing share price of Vantiv Shares on the New York Stock Exchange on 4 August 2017). The repurchasedVantiv Shares were then cancelled following the completion of the Fifth Third Transaction. The Fifth ThirdTransaction completed on 9 August 2017. As a result of the Fifth Third Transaction, Fifth Third beneficiallyowns approximately 8.6 per cent. of the total equity interests in Vantiv and Vantiv Holding and if the Mergercompletes, Fifth Third will beneficially own no more than 4.9 per cent. of the total equity interests in Vantiv andVantiv Holding following such completion.
9. Undertakings
Vantiv and Bidco have received irrevocable commitments from the Worldpay Directors, and certain of theirconnected persons as listed below, in respect of their own beneficial holdings of Worldpay Shares and (to theextent relevant) the person to whom such shares are transferred in accordance with the terms of the irrevocablecommitments, in respect of 21,067,369 Worldpay Shares, representing in aggregate approximately 1.05 per cent.of the existing issued ordinary share capital of Worldpay. These commitments require each person listed belowto vote or procure that the registered holder votes in favour of the resolutions relating to the Scheme at theMeetings (or, in the event the Merger is implemented by means of a Takeover Offer, to accept, or procureacceptance of, the Takeover Offer).
Name Number of Worldpay SharesPercentage of existing issued
share capital
Sir Michael Rake . . . . . . . . . . 83,333 <0.01%Philip Jansen . . . . . . . . . . . . . 7,543,122 0.38%Ron Kalifa . . . . . . . . . . . . . . . 5,762,522 0.29%Rick Medlock . . . . . . . . . . . . 5,420,348 0.27%John Allan . . . . . . . . . . . . . . . 1,923,141 0.10%Martin Scicluna . . . . . . . . . . . 304,903 0.02%Deanna Oppenheimer . . . . . . 30,000 <0.01%Jane Medlock . . . . . . . . . . . . . 1,000,000 0.05%Total . . . . . . . . . . . . . . . . . . . 21,067,369 1.05%
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These irrevocable commitments will continue to be binding in the event that a higher competing offer is made forWorldpay.
These irrevocable commitments will cease to be binding on the earliest to occur of the following events:
• if Vantiv and/or Bidco publicly announces, with the consent of any relevant authority (if required) andbefore this document (or, if applicable, the offer document) is posted, that it does not intend to proceedwith the Merger and no new, revised or replacement Scheme or Takeover Offer is contemporaneouslyannounced by Vantiv;
• if the Merger lapses or is withdrawn other than where the Merger is withdrawn or lapses solely as aresult of Vantiv and/or Bidco exercising its right to implement the Merger by way of a Takeover Offerrather than the Scheme;
• if the Scheme does not become Effective, or, if Vantiv and/or Bidco elects to implement the Merger byway of a Takeover Offer, the Takeover Offer does not become wholly unconditional, in each case by31 March 2018 (or such later time or date as Worldpay and Vantiv agree in writing, with the consent ofthe Panel);
• if any competing offer for the issued and to be issued ordinary share capital of Worldpay is madewhich is declared wholly unconditional (if implemented by way of a takeover offer) or otherwisebecomes effective (if implemented by way of a scheme of arrangement);
• if the Merger is implemented by way of a Takeover Offer, the offer document is not posted toshareholders of Worldpay within the permitted period under the Code or as otherwise agreed with thePanel; or
• if the Vantiv Proxy Statement and (if different) the document convening the Vantiv Shareholders’Meeting does not include the Vantiv Recommendation or it is announced before the publication of theVantiv Proxy Statement that the board of directors of Vantiv no longer intends to make suchrecommendation or a Vantiv Adverse Recommendation Announcement is made.
10. Merger-related fees and expenses
10.1 Vantiv Group fees and expenses
The aggregate fees and expenses expected to be incurred by the Vantiv Group in connection with the Merger(excluding any applicable VAT) are expected to be:
Category Amount
Financing arrangements $148,680,148Financial and corporate broking advice $45,000,000Legal advice $17,887,173Accounting and tax advice $7,400,000Public relations advice $2,000,000Other professional services $7,002,000Other costs and expenses $5,048,986
Total $233,018,307
10.2 Worldpay fees and expenses
The aggregate fees and expenses expected to be incurred by Worldpay in connection with the Merger (excludingany applicable VAT) are expected to be approximately:
Category Amount
Financial and corporate broking advice £43,884,286Legal advice £7,525,000Accounting and tax advice £1,387,970Public relations advice £2,032,895Other costs and expenses £2,097,708
Total £56,927,859
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11. Financing arrangements relating to Vantiv and Bidco
The Cash Consideration payable by Bidco pursuant to the Merger will be funded entirely from existing bankfacilities referred to below.
11.1 Vantiv Amended Loan Facility Agreement
In connection with the financing of the Cash Consideration payable to Worldpay shareholders under the terms of theMerger and to refinance certain existing indebtedness of Worldpay, Vantiv LLC, a Delaware limited liabilitycompany and subsidiary of Vantiv, entered into an incremental amendment dated 9 August 2017, amending thesecond amended and restated loan facility agreement, dated 14 October 2016, by and among Vantiv, LLC, asborrower, the various lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agentfor the lenders and the other agents party thereto (the Vantiv Loan Facility Agreement), pursuant to which, subjectto the conditions set forth therein, certain lenders have committed to provide approximately an additionalUS$2.734 billion in incremental term loan facilities and a US$350 million increase to the revolving credit facilityunder the original Vantiv Loan Facility Agreement for the benefit of Vantiv, LLC and certain of its subsidiaries.Furthermore, Vantiv, LLC entered into a backstop commitment letter, dated 9 August 2017 and a backstop feeletter, dated 9 August 2017 with Morgan Stanley Senior Funding, Inc. and the other commitment parties partythereto, under which certain lenders and agents are willing to make available to Vantiv, LLC new backstop loanfacilities, subject to the terms and conditions set forth therein.
In connection with the Fifth Third Transaction, Vantiv, LLC entered into an incremental amendment, dated7 August 2017 to the loan agreement permitting Vantiv, LLC to obtain approximately US$1.270 billion ofadditional seven-year term B loans.
Additionally, Vantiv, LLC has entered into a third amendment and restatement agreement, dated 8 September2017, among Vantiv, LLC, as borrower, the subsidiaries of Vantiv party thereto, the various lenders partythereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and the other agents party thereto, toamend and restate the Vantiv Loan Facility Agreement (the Vantiv Loan Facility Agreement as amended by thethird amendment and restatement agreement, the Vantiv Amended Loan Facility Agreement), to, among otherthings, refinance and extend the maturity of the existing term A-3 loans, refinance, extend the maturity of,provide for additional currencies under, and increase by an additional US$250 million the existing revolvingcredit commitments, which such agreement caused the backstop commitment letter referred to above to terminateunder the terms of such commitment letter. The effectiveness of the Vantiv Amended Loan Facility Agreement issubject to, among other things, consummation of the Merger. On 21 September 2017, JPMorgan Chase Bank,N.A., as the resigning administrative agent and collateral agent, Morgan Stanley Senior Funding, Inc., as thesuccessor administrative agent and collateral agent, Vantiv, LLC and certain of its subsidiaries party theretoentered into a resignation and appointment agreement to appoint Morgan Stanley Senior Funding, Inc. as thesuccessor agent under the Vantiv Loan Facility Agreement and the Vantiv Amended Loan Facility Agreement.
The Vantiv Loan Facility Agreement, upon its effectiveness, and the Vantiv Amended Loan Facility Agreementwill be further amended pursuant to an amendment dated 3 October 2017 among Vantiv, LLC, as borrower, thesubsidiaries of Vantiv, LLC party thereto, the various lenders party thereto, Morgan Stanley Senior Funding, Inc.,as administrative agent for the lenders and the other agents and certain other parties thereto. This amended theVantiv Loan Facility Agreement and, upon its effectiveness, the Vantiv Amended Loan Facility Agreement byreplacing: (i) the existing initial term B loan tranche with an approximately US$759 million new term B-3 loantranche maturing in October 2023; and (ii) the existing incremental seven-year term B loan tranche established tofinance the Fifth Third Transaction with a US$1.270 billion term B-4 loan tranche maturing August 2024. Theamendment also provides that the US$535 million incremental term B-1 tranche to be funded in connection withthe closing of the Merger will, upon the funding thereof, be deemed to constitute the same class of term loans asthe new term B-4 loan tranche, and that upon the effectiveness of the Vantiv Amended Loan Facility Agreement,additional and conforming changes shall be made to such loan agreement.
The following description of certain key terms of the Vantiv Amended Loan Facility Agreement assumes thesatisfaction of conditions to its effectiveness, does not purport to be an exhaustive description of the VantivAmended Loan Facility Agreement and is qualified in its entirety by reference to the Vantiv Amended LoanFacility Agreement.
Voluntary prepayments
Subject to certain conditions and exceptions, Vantiv, LLC is permitted to make voluntary prepayments of theloans under the Vantiv Amended Loan Facility Agreement and to reduce the existing loan commitments at any
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time without premium or penalty, except that, with respect to the term B loan tranches, subject to certainexceptions, such prepayments are subject to a premium equal to 1.0 per cent. of any of (1) the term B-3 loansprepaid on or prior to 17 April 2018, (2) the term B-4 loans prepaid on or prior to 3 April 2018 and (3) theincremental term B-2 loans prepaid within six months of the initial funding of the incremental term B-2 loans, ineach case, with the proceeds of secured term debt bearing a lower effective interest rate than the debt repaid.
Mandatory prepayments
Subject to certain exceptions, Vantiv, LLC is required to prepay borrowings under the Vantiv Amended LoanFacility Agreement as follows: (1) with respect to the term loans, with 100 per cent. of the net proceeds Vantiv,LLC receives from the incurrence of debt obligations other than permitted debt obligations, (2) with respect tothe term loans, with 100 per cent. of the net proceeds in excess of US$15 million individually and US$30 millionin the aggregate in any fiscal year that Vantiv, LLC receives from specified non-ordinary course asset sales or asa result of a casualty or condemnation events, subject to reinvestment provisions and (3) with respect to thetranche B term loans only, with 50 per cent. of excess cash flow for each fiscal year of Vantiv, LLC, whichpercentage is subject to decrease based on Vantiv, LLC’s senior secured leverage ratio.
Interest rates
Interest on all loans under the Vantiv Amended Loan Facility Agreement is payable either quarterly or at theexpiration of any LIBOR interest period applicable thereto. Borrowings under the Vantiv Amended Loan FacilityAgreement accrue interest at a rate equal to, at Vantiv, LLC’s option, (1) the one week or 1, 2, 3 or 6 month, or,subject to certain conditions, 12 month LIBOR rate plus a margin based on the leverage ratio (as defined in theVantiv Amended Loan Facility Agreement) of Vantiv, LLC, which varies from 1.25 per cent. to 2.25 per cent. or(2) a base rate plus a margin based on the leverage ratio of Vantiv, LLC, each subject to a 0.0 per cent. floor inall cases. The applicable margin for the term A-3 loan tranche and the revolving US Dollar only credit facilityranges, depending on Vantiv, LLC’s leverage, from (1) 125 to 200 basis points in the case of LIBOR loans and(2) 25 to 100 basis points in the case of base rate loans. The applicable margin for the term A-5 loan tranche andthe revolving multicurrency credit facility ranges, depending on Vantiv, LLC’s leverage, from (1) 125 to 225basis points in the case of LIBOR loans and (2) 25 to 125 basis points in the case of base rate loans. Acommitment fee is payable on unused revolving credit commitments that ranges, depending on Vantiv, LLC’sleverage, from 25 to 37.5 basis points. The applicable margin for the incremental term B-2 loan tranche is (1) 225basis points in the case of LIBOR loans and (2) 125 basis points in the case of base rate loans. The applicablemargin for each of the term B-3 loan tranche and term B-4 loan tranche is (1) 200 basis points in the case ofLIBOR loans and (2) 100 basis points in the case of base rate loans.
Guarantees and Security
The obligations under the Vantiv Amended Loan Facility Agreement are unconditionally guaranteed by VantivHolding and certain of Vantiv, LLC’s existing and subsequently acquired U.S. subsidiaries. The existing creditfacilities and related guarantees under the Vantiv Amended Loan Facility Agreement are secured on a first-priority basis (subject to liens permitted under the Vantiv Amended Loan Facility Agreement) by a lien onsubstantially all the tangible and intangible assets of Vantiv, LLC and the guarantors, including all of the capitalstock held by such obligors (subject to a 65 per cent. limitation on pledges of capital stock of foreign subsidiariesand U.S. holding companies of non-U.S. subsidiaries), subject to certain exceptions.
Financial Ratios
The Vantiv Amended Loan Facility Agreement requires Vantiv, LLC to maintain a maximum leverage ratio(based upon the ratio of total funded debt to consolidated EBITDA) and a minimum interest coverage ratio(based upon the ratio of consolidated EBITDA to cash interest expense), each of which will be tested quarterlybased on the last four fiscal quarters, commencing on the first full fiscal quarter following the funding of theMerger. The Vantiv Amended Loan Facility Agreement requires Vantiv, LLC to maintain a maximum leverageratio of no greater than 6.50 to 1.00 commencing on the first full fiscal quarter following the funding of theMerger, with step-downs to 5.75 to 1.00 on 31 December 2018, 5.00 to 1.00 on 31 December 2019 and to 4.25 to1.00 on 31 December 2020, and to maintain an interest coverage ratio of at least 4.00 to 1.00 beginning the firstfull fiscal quarter after the funding of the Merger.
Covenants
The Vantiv Amended Loan Facility Agreement contains certain restrictive covenants, including, among others,limitations on: the incurrence of additional debt, liens on property, acquisitions and investments, loans and
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guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments inrespect of Vantiv, LLC’s capital stock, prepayments of certain debt, transactions with affiliates and modificationsof Vantiv, LLC’s organizational documents and certain debt agreements.
11.2 Vantiv Bridge Facility Commitment
Additionally, Vantiv, LLC entered into a bridge commitment letter, dated 9 August 2017 and a bridge fee letter,dated 9 August 2017 (together, the Vantiv Bridge Commitments) with the lenders or agents party thereto, underwhich certain lenders have committed to make available to Vantiv, LLC a new unsecured bridge loan facility inan amount up to US$1.130 billion subject to the conditions set forth therein less the amount of cash proceedsreceived from the issuance of senior unsecured debt securities on or prior to the closing of the Merger.
The following is a brief description of certain key terms of the Vantiv Bridge Commitments that does not purportto be an exhaustive description of the Vantiv Bridge Commitments. All terms of the bridge loans (the VantivBridge Loans) under the Vantiv Bridge Commitments are subject to final documentation and may vary from theterms described below.
Maturity and Conversion
The Vantiv Bridge Loans will have an initial maturity date that is the one-year anniversary of the Effective Date.If borrowings under the Vantiv Bridge Loans have not been previously repaid in full on or prior to such maturitydate, the remaining borrowings will be automatically converted at par into senior unsecured term loans maturingon the date that is eight years after the Effective Date. Lenders for the senior unsecured term loans will have theoption to exchange their loans, in whole or in part, into senior unsecured notes, subject to certain conditions andrights of Vantiv, LLC.
Voluntary prepayments
Amounts borrowed under the Vantiv Bridge Loans may be prepaid, in whole or in part, at par plus accrued andunpaid interest, at any time upon not less than three days’ prior written notice, at the option of Vantiv, LLC.
Mandatory prepayments
Vantiv, LLC will be required to prepay the Vantiv Bridge Loans at 100 per cent. of the outstanding principalamount thereof plus accrued and unpaid interest on a pro rata basis with: (1) the net cash proceeds from theissuance of senior unsecured notes, (2) the net proceeds from the issuance of any refinancing debt (to be definedand to include any unsecured debt securities and unsecured credit facilities) incurred by Vantiv, LLC or any of itsrestricted subsidiaries to replace or refinance the Vantiv Bridge Loans, (3) the net proceeds of any public equityissuances (except for equity contributed pursuant to employee stock plans and other exceptions to be agreed), and(iv) the net cash proceeds from any non-ordinary course asset sales by Vantiv, LLC or any of its restrictedsubsidiaries in excess of amounts reinvested (or committed to be reinvested) within 15 months (as long as anamount committed to be reinvested during such period is actually reinvested within 180 days of the end of suchperiod), subject to certain exceptions.
Interest rates
Interest on all Vantiv Bridge Loans will be payable quarterly commencing on the date that is three monthsfollowing the Effective Date and thereafter at the end of each subsequent three-month period for so long as theVantiv Bridge Loans are outstanding. For the first three-months period commencing on the Effective Date,borrowings under the Vantiv Bridge Loans will accrue interest at a rate equal to, at Vantiv, LLC’s option, the 1,2, 3 or 6 month LIBOR for US Dollars (subject to a 1.0 per cent. floor) plus a margin of 425 basis points. Themargin will increase by 50 basis points at the beginning of each three-month period subsequent to the initialthree-month period up to a specified cap. Interest on any unsecured term loans will be at the specified cap,payable quarterly in arrears. Any senior unsecured notes, which have been provided in exchange for seniorunsecured term loans, will bear interest at the specified cap, payable semi-annually in arrears.
Guarantees
The obligations of Vantiv, LLC under the Vantiv Bridge Loans will be unconditionally guaranteed on a seniorunsecured basis by substantially the same guarantors that guarantee the Vantiv Loan Facility Agreement; exceptthat no guarantee of the Vantiv Bridge Loans will be provided by Vantiv Holding.
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Covenants
The Vantiv Bridge Loans will be subject to affirmative and “high yield” incurrence negative covenantscustomary for facilities of this type and in any event no more restrictive than the covenants of the Vantiv LoanFacility Agreement and will include prohibitions on the incurrence of “ratio” debt, “acquisition” debt and“refinancing” debt, the creation of liens other than permitted liens and the payment of dividends using “leverageratio”, “general” or “equity proceeds” baskets. Covenants in respect of any senior unsecured term loans or seniorunsecured notes issued in exchange therefor will be usual and customary for “high yield” securities.
12. Ratings
As Vantiv has no publicly-issued debt, it does not have a corporate credit rating. Vantiv’s primary financingvehicle, Vantiv, LLC, does have corporate credit ratings which are summarised below.
Prior to the Offer Period, Vantiv, LLC had been assigned a long-term corporate credit rating of BB+ (stableoutlook) by S&P, and a long term corporate family rating of Ba2 (stable outlook) by Moody’s.
Since the commencement of the Offer Period:
• on 5 July 2017, following the announcement by Vantiv and Worldpay of the agreed Merger terms inprinciple, S&P placed Vantiv, LLC on CreditWatch with developing implications due to the size of theproposed Merger and uncertainty around the ultimate transaction structure at the time;
• on 9 August 2017, following the Announcement of the Merger and the Fifth Third Transaction, S&Pplaced Vantiv, LLC on CreditWatch with negative implications, reflecting S&P’s expectation that thematerial increase in debt incurred by Vantiv, LLC to repurchase shares from Fifth Third and to fund theMerger will result in initial pro forma adjusted leverage rising to over 5x from around 3.5x as of30 June 2017. In addition, S&P stated that while it believed the Merger will improve Vantiv’s scale andpresence, the Merger would present significant integration risk, which combined with the weaker creditmeasures, would afford Vantiv less flexibility to respond to industry disruption or operating shortfalls;
• on 6 September 2017, S&P affirmed Vantiv, LLC’s corporate credit rating at BB+, removed it fromCreditWatch negative, and changed its outlook to negative, reflecting Vantiv, LLC’s substantialincrease in leverage pro forma for two debt raises associated with the Merger. Despite the sizable debtincrease, S&P affirmed its BB+ corporate credit rating given the Combined Company’s strengthenedmarket position and track record of a conservative, transparent financial policy; and
• on 7 September 2017, Moody’s affirmed Vantiv, LLC’s corporate family rating at Ba2 with stableoutlook.
Moody’s has publicly disclosed a credit rating for Worldpay of Ba2 with a stable outlook. S&P has publiclydisclosed a credit rating for Worldpay of BB with a positive outlook.
13. Cash confirmation
Each of Morgan Stanley and Credit Suisse, in its capacity as financial adviser to Vantiv, is satisfied thatsufficient financial resources are available to Vantiv and Bidco to enable them together to satisfy in full the CashConsideration payable to Worldpay Shareholders under the terms of the Merger.
14. Persons acting in concert
14.1 In addition to Bidco, the Vantiv Directors, the Bidco Directors and the members of the Vantiv Group(including Vantiv’s holding companies and their subsidiaries), the persons who, for the purposes of theCode, are acting in concert with Vantiv are:
Name Type Registered Office Relationship with Vantiv
Morgan Stanley & Co.International plc
Financial Services 25 Cabot Square,Canary Wharf,London, E14 4QA
Financial adviser
Credit SuisseInternational
Financial Services One Cabot Square,London E14 4QJ
Financial adviser
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14.2 In addition to the Worldpay Directors, the persons who, for the purposes of the Code, are acting in concertwith Worldpay are:
Name Type Registered Office Relationship with Worldpay
Goldman SachsInternational
Financial Services Peterborough Court133 Fleet StLondon EC4A 2BB
Financial adviser
Barclays Bank PLC,acting through itsInvestment Bank
Financial Services 1 Churchill PlaceLondon E14 5HP
Corporate broker andfinancial adviser
15. Interests of significant shareholders in Vantiv
As at the Latest Practicable Date, insofar as it is known to Vantiv, the following persons have a potential direct orindirect interest of five per cent. or more of the voting rights in respect of the share capital of the CombinedCompany immediately following the Effective Date:
NameNumber of Vantiv
Shares(1)
Percentageof VantivShares(2)
Percentage of VantivShares immediately
following the EffectiveDate(3)
T. Rowe Price Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,416,660 13.8% 7.6%(4)
The Vanguard Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,049,188 10.5% 7.0%(5)
BlackRock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,027,811 6.2% 7.0%(6)
Capital Research Global Investors . . . . . . . . . . . . . . . . . . . . . . . . 15,844,025 9.7% 6.9%(7)
JPMorgan Asset Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,438,589 6.4% 3.5%(8)
(1) Insofar as it is known to Vantiv as at the Latest Practicable Date based on announcements made under Rule 8.3 of the Code followingcommencement of the Offer Period by persons interested in one per cent. or more of Vantiv Shares.
(2) Based on 162,539,754 Vantiv Shares issued and outstanding as at the Latest Practicable Date.
(3) Insofar as it is known to Vantiv as at the Latest Practicable Date, based on announcements made under Rule 8.3 of the Code followingcommencement of the Offer Period by persons interested in one per cent. or more of Vantiv Shares or Worldpay Shares, on the assumptionsthat: (i) 134.4 million New Vantiv Shares will be issued in connection with the Merger; (ii) the holdings of such persons in Vantiv or Worldpay(as relevant) as at the Latest Practicable Date, in so far as it is known to Vantiv, do not change prior to the Effective Date; (iii) such personsreceive 0.0672 new Vantiv Shares for each Worldpay Share; (iv) the number of issued and outstanding Vantiv Shares as at the LatestPracticable Date does not change prior to the Effective Date; (v) 2,000,000,000 Worldpay Shares are issued and outstanding as at the LatestPracticable Date; and (vi) no Worldpay Shares are issued between the date of this document and the Effective Date.
(4) Taking into account announcements made by T. Rowe Price Associates, Inc. and any other T. Rowe Price entities under Rule 8.3 of theCode following the commencement of the Offer Period up to the Latest Practicable Date regarding interests in one per cent. or more ofWorldpay Shares or Vantiv Shares.
(5) Taking into account announcements made by The Vanguard Group, Inc. and any other Vanguard entities under Rule 8.3 of the Codefollowing the commencement of the Offer Period up to the Latest Practicable Date, regarding interests in one per cent. or more ofWorldpay Shares or Vantiv Shares.
(6) Taking into account announcements made by BlackRock, Inc. and any other BlackRock entities under Rule 8.3 of the Code followingthe commencement of the Offer Period up to the Latest Practicable Date, regarding interests in one per cent. or more of Worldpay Sharesor Vantiv Shares.
(7) Taking into account announcements made by Capital Research Global Investors and any other Capital Group entities under Rule 8.3 ofthe Code following the commencement of the Offer Period up to the Latest Practicable Date regarding interests in one per cent. or moreof Worldpay Shares or Vantiv Shares.
(8) Taking into account announcements made by JPMorgan Asset Management and any other JPMorgan entities under Rule 8.3 of the Codefollowing the commencement of the Offer Period up to the Latest Practicable Date regarding interests in one per cent. or more ofWorldpay Shares or Vantiv Shares.
16. No significant change
Save to the extent disclosed in this document, there has been no significant change in the financial or tradingposition of Worldpay since 30 September 2017, being the date to which Worldpay’s interim results for the ninemonth period ended 30 September 2017 were prepared.
Save to the extent disclosed in this document, there has been no significant change in the financial or tradingposition of Vantiv since 30 September 2017, being the date to which Vantiv’s interim results for the nine monthperiod ended 30 September 2017 were prepared.
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17. Consent
17.1 Goldman Sachs has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.
17.2 Barclays has given and not withdrawn its written consent to the issue of this document with the inclusion ofreferences to its name in the form and context in which they are included.
17.3 Morgan Stanley has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.
17.4 Credit Suisse has given and not withdrawn its written consent to the issue of this document with theinclusion of references to its name in the form and context in which they are included.
18. Documents published on a website
Copies of the following documents are available for view on Worldpay’s website at www.investors.worldpay.comand Vantiv’s website at www.vantiv.com (subject to, in each case, any applicable restrictions relating to personsresident in Restricted Jurisdictions) up to and including the Effective Date or the date the Scheme lapses or iswithdrawn, whichever is earlier:
(A) the undertakings referred to in paragraph 9 above;
(B) the documents relating to the financing of the Merger referred to in paragraph 11 above and the merger-related arrangements referred to in sub-paragraph 8.1 above, being the material contracts which have beenentered into in connection with the Merger;
(C) the written consents referred to in paragraph 17 above;
(D) the Announcement;
(E) this document, the Forms of Proxy and the Form of Election;
(F) documents relevant to option and/or award holders relating to the employee share plan proposals as set outin paragraph 15 of Part Two of this document;
(G) the constitutional documents of Vantiv;
(H) Bidco’s articles of association;
(I) Worldpay’s articles of association; and
(J) Worldpay’s articles of association as proposed to be amended by special resolution.
Neither the contents of Worldpay’s or Vantiv’s website, nor those of any other website accessible fromhyperlinks on Worldpay’s or Vantiv’s website, are incorporated into or form part of this document.
19. Sources of information and bases of calculation
19.1 Unless otherwise stated, the financial information relating to Worldpay is extracted from the auditedconsolidated financial statements of Worldpay for the financial year ended 31 December 2016 and theunaudited financial results of Worldpay for the nine months ended 30 September 2017, prepared inaccordance with IFRS.
19.2 Unless otherwise stated, financial information concerning Vantiv has been extracted from the form 10-K ofVantiv for the year ended 31 December 2016 and the Vantiv Q3 Results.
19.3 Unless otherwise stated, an exchange rate of US$ 1.3333 to GBP 1 has been used, being the US$/GBPexchange rate as at 5.00 p.m. London time on the Latest Practicable Date, sourced from Bloomberg.
19.4 As at the Latest Practicable Date, Worldpay had:
(a) 2,000,000,000 Worldpay Shares in issue (including 12,300,791 Worldpay Shares held by theWorldpay Employee Benefit Trust) and expected to be in issue at the Scheme Record Time; and
(b) 19,410,764 outstanding options or awards over Worldpay Shares under the Worldpay ShareSchemes.
19.5 As at the Latest Practicable Date, Vantiv had:
(a) 162,539,754 Vantiv Shares (being Vantiv Class A common stock) in issue;
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(b) 15,252,826 shares of Vantiv Class B common stock in issue; and
(c) 3,666,892 Vantiv Shares to be issued on or after the date of this document to satisfy the vesting ofawards and the exercise of options granted under Vantiv’s equity compensation plans.
19.6 It is expected that Vantiv will:
(a) issue 134,400,000 New Vantiv Shares on the Effective Date pursuant to the Merger (being thenumber of Worldpay Shares expected to be in issue at the Scheme Record Time set out in paragraph19.4(a) multiplied by 0.0672); and
(b) issue an additional 561,062 Vantiv Shares in connection with: (i) the exercise of options overWorldpay Shares following the Scheme Record Time; or (ii) rollover awards granted to theparticipants of the Worldpay Share Schemes as described in paragraph 15 of Part Two of thisdocument (this is an estimated number based on the closing prices of Vantiv Shares and WorldpayShares as at the Latest Practicable Date and the US$/GBP exchange rate set out in paragraph 19.3,assuming all applicable vesting and performance conditions will be satisfied and an accrued dividendamount of 4.2 pence per Worldpay Share, and taking into account the New Vantiv Shares that willbe issued to the Worldpay Employee Benefit Trust pursuant to the Merger and which may be used inconnection with the exercise of options over Worldpay Shares following the Scheme Record Time orto satisfy rollover awards).
19.7 The value of Worldpay’s entire issued and to be issued ordinary share capital implied by the terms of theMerger is the sum of:
(a) the aggregate value of the number of Worldpay Shares expected to be in issue at the Scheme RecordTime set out in paragraph 19.4(a) implied by the terms of the Merger including the Dividends; and
(b) the aggregate value of the number of additional rollover awards over Vantiv Shares set out inparagraph 19.6(b),
in each case, based on the closing price of Vantiv Shares as at the Latest Practicable Date and the US$/GBP exchange rate set out in paragraph 19.3 above.
19.8 The enterprise value of Worldpay implied by the terms of the Merger is based on the value of Worldpay’sentire issued and to be issued ordinary share capital calculated in accordance with paragraph 19.7, plusWorldpay’s net debt of £1.3 billion at 30 September 2017 (excluding the cash held in respect of theWorldpay CVRs).
19.9 The pro forma enterprise value of the Combined Company is based on the closing price of Vantiv Sharesas at the Latest Practicable Date multiplied by the sum of the numbers set out in paragraphs 19.5(a), (b)and (c) and 19.6(a) and (b), plus each of Vantiv and Worldpay’s net debt as at 30 September 2017 adjustedfor the financing arrangements entered into by Vantiv, LLC in connection with the Merger and the FifthThird Transaction.
19.10 The percentage ownership of the Combined Company which would be held by Vantiv Shareholders andWorldpay Shareholders respectively if the Merger completes are based on (i) the sum of the numbers setout in paragraphs 19.5(a), (b) and (c) and (ii) the sum of the numbers set out in paragraphs 19.6(a) and (b),divided by the sum of (i) and (ii) respectively.
19.11 Unless otherwise stated, all prices for Worldpay Shares are the Closing Price derived from S&P Capital IQfor the relevant date.
19.12 Unless otherwise stated, all prices for Vantiv Shares are the closing price derived from the New YorkStock Exchange on the relevant date.
9.13 Free cash flow is calculated as Underlying EBITDA minus capital expenditure and free cash flowconversion is calculated as (Underlying EBITDA – capital expenditure) / Underlying EBITDA.
19.14 Last twelve months Underlying EBITDA for Worldpay of £507 million is calculated as 2017 Q3Underlying EBITDA of £378 million plus 2016 Underlying EBITDA of £468 million less 2016 Q3Underlying EBITDA of £338 million.
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PART TWELVE
DEFINITIONS
Announcement . . . . . . . . . . . . . . . . . . . . the announcement of a firm intention to make an offer for the entireissued and to be issued ordinary share capital of Worldpay pursuant toRule 2.7 of the Code made by Vantiv and Bidco on 9 August 2017;
B2B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . business-to-business;
Barclays . . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC, acting through its Investment Bank;
Bidco . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vantiv UK Limited, a company incorporated in England and Waleswith registered number 10889371;
Bidco Directors . . . . . . . . . . . . . . . . . . . the persons whose names are set out in paragraph 2.3 of Part Elevenof this document or, where the context so requires, the directors ofBidco from time to time;
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . as the context requires, the board of directors of Worldpay or theboard of directors of Vantiv and the terms Worldpay Board andVantiv Board shall be construed accordingly;
business day . . . . . . . . . . . . . . . . . . . . . . any day (other than a Saturday, Sunday or public or bank holiday) onwhich clearing banks in London are generally open for normalbusiness;
Cash Consideration . . . . . . . . . . . . . . . . the cash amount of 55 pence payable by Bidco under the Merger inrespect of each Worldpay Share, as adjusted in accordance with theterms of the Merger;
Cash Election . . . . . . . . . . . . . . . . . . . . . a Mix and Match Election for the More Cash Option;
certificated or in certificated form . . . . a share or other security which is not in uncertificated form (that is,not in CREST);
Closing Price . . . . . . . . . . . . . . . . . . . . . the closing middle market quotation of a Worldpay Share on aparticular dealing day as derived from the Daily Official List;
Co-operation Agreement . . . . . . . . . . . the co-operation agreement entered into between Worldpay andVantiv and Bidco dated 9 August 2017, as amended and restated on10 August 2017;
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . the City Code on Takeovers and Mergers;
Combined Company . . . . . . . . . . . . . . . the enlarged Vantiv Group following completion of the Mergercomprising the Worldpay Group and the Vantiv Group;
Companies Act . . . . . . . . . . . . . . . . . . . . the Companies Act 2006, as amended;
Computershare or DI Depositary . . . . . Computershare Investor Services PLC;
Conditions . . . . . . . . . . . . . . . . . . . . . . . the conditions to the implementation of the Merger, as set out in PartThree of this document or, if applicable, the Takeover OfferDocument and Condition means any of them;
Confidentiality Agreement . . . . . . . . . . the confidentiality agreement entered into between Worldpay andVantiv entered into on 5 January 2016;
Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . the High Court of Justice in England and Wales;
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Court Hearing . . . . . . . . . . . . . . . . . . . . the hearing at which the Court sanctions the Scheme undersection 899 of the Companies Act;
Court Meeting . . . . . . . . . . . . . . . . . . . . the meeting of Scheme Shareholders (and any adjournment of suchmeeting) convened pursuant to an order of the Court pursuant tosection 896 of the Companies Act for the purpose of considering and,if thought fit, approving (with or without modification) the Schemeand any adjournment of such meeting;
Court Order . . . . . . . . . . . . . . . . . . . . . . the order of the Court sanctioning the Scheme under section 899 ofthe Companies Act;
Credit Suisse . . . . . . . . . . . . . . . . . . . . . Credit Suisse Securities (USA) LLC, acting through its affiliate,Credit Suisse International;
CREST . . . . . . . . . . . . . . . . . . . . . . . . . . the relevant system (as defined in the Regulations in respect of whichEuroclear UK & Ireland Limited is the Operator (as defined in theRegulations));
CREST Manual . . . . . . . . . . . . . . . . . . . the CREST manual referred to in agreements entered into byEuroclear;
CTCNA . . . . . . . . . . . . . . . . . . . . . . . . . . Computershare Trust Company N.A., a federally chartered trustcompany having its principal office and place of business at250 Royall Street, Canton, Massachusetts;
Daily Official List . . . . . . . . . . . . . . . . . the Daily Official List of the London Stock Exchange;
dealing day . . . . . . . . . . . . . . . . . . . . . . . a day on which dealing in domestic securities may take place on, andwith the authority of, the London Stock Exchange;
Dealing Disclosure . . . . . . . . . . . . . . . . . has the same meaning as in Rule 8 of the Code;
Deloitte . . . . . . . . . . . . . . . . . . . . . . . . . . Deloitte LLP, the United Kingdom affiliate of Deloitte NWE LLP, amember firm of Deloitte Touche Tohmatsu Limited, a UK privatecompany limited by guarantee (DTTL). DTTL and each of itsmember firms are legally separate and independent entities;
Disclosed . . . . . . . . . . . . . . . . . . . . . . . . . the information disclosed by or on behalf of Worldpay: (i) in theannual report and accounts of the Worldpay Group for the financialyear ended 31 December 2016; (ii) in any other public announcementmade in accordance with the Disclosure and Transparency Rules orthe Listing Rules by Worldpay before the date of the Announcement;(iii) in the Announcement; or (iv) as otherwise fairly disclosed by oron behalf of Worldpay to Vantiv and Bidco (or their respectiveofficers, employees, agents or advisers) before the date of theAnnouncement;
Disclosure and Transparency Rules . . the disclosure and transparency rules made by the FCA undersection 73A of the Financial Services and Markets Act 2000, asamended from time to time;
disclosure period . . . . . . . . . . . . . . . . . . the period commencing on 4 July 2016 (being the date that is12 months before the start of the Offer Period) and ending on theLatest Practicable Date;
Dividends . . . . . . . . . . . . . . . . . . . . . . . . the Special Dividend and the Interim Dividend;
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DRS or the Direct RegistrationSystem . . . . . . . . . . . . . . . . . . . . . . . . . a system that allows electronic direct registration of securities in an
investor’s name on the books for the transfer agent or issuer, andallows shares to be transferred between a transfer agent and brokerelectronically;
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Depository Trust Company, wholly owned subsidiary of TheDepository Trust and Clearing Corporation;
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . earnings before interest, tax, depreciation and amortisation;
Effective . . . . . . . . . . . . . . . . . . . . . . . . . (a) if the Merger is implemented by way of the Scheme, the Schemehaving become effective pursuant to its terms, upon the delivery ofthe Court Order to the Registrar of Companies; or (b) if the Merger isimplemented by way of a Takeover Offer, the Takeover Offer havingbeen declared or become unconditional in all respects in accordancewith the requirements of the Code;
Effective Date . . . . . . . . . . . . . . . . . . . . . the date on which the Scheme becomes Effective in accordance withits terms;
Election Restricted Jurisdiction . . . . . . a Restricted Jurisdiction and any jurisdiction where local laws orregulations may result in a significant risk of civil, regulatory orcriminal exposure if a Worldpay Shareholder resident in suchjurisdiction makes an election under the Mix and Match Facility;
Election Restricted Shareholder . . . . . Restricted Shareholders and Worldpay Shareholders with registeredaddresses in, or who are resident and/or located in, one or moreElection Restricted Jurisdictions;
Election Return Date . . . . . . . . . . . . . . . 12 January 2018 or such other date as may be announced by theCompany to a Regulatory Information Service (with suchannouncement being made available on Vantiv’s and Worldpay’swebsites at www.vantiv.com and www.investors.worldpay.com,respectively, and communicated to Worldpay Shareholders at aroundthe same date as such announcement), such announcement beingmade prior to a date that would, absent such an announcement, be theElection Return Date;
Election Return Time . . . . . . . . . . . . . . 6.00 p.m. on the Election Return Date;
Electronic Election . . . . . . . . . . . . . . . . a Transfer to Escrow instruction made in respect of the Mix andMatch Facility by a Scheme Shareholder who holds Scheme Shares inuncertificated form immediately prior to the Election Return Time inaccordance with the procedure detailed in Part Five of this document;
Equiniti . . . . . . . . . . . . . . . . . . . . . . . . . . Equiniti Limited;
EU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . European Union;
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . Euroclear UK & Ireland Limited;
Explanatory Statement . . . . . . . . . . . . . the explanatory statement (in compliance with section 897 of theCompanies Act) relating to the Scheme, as set out in this document;
FCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Financial Conduct Authority;
Fifth Third . . . . . . . . . . . . . . . . . . . . . . . means Fifth Third Bank, a wholly-owned subsidiary of Fifth ThirdBancorp;
Fifth Third Transaction . . . . . . . . . . . . has the meaning given in paragraph 6 of Part Two of this document;
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Form(s) of Election . . . . . . . . . . . . . . . . the form of election in respect of the Mix and Match Facility to bedespatched to Worldpay Shareholders together with this document;
Form(s) of Proxy . . . . . . . . . . . . . . . . . . either or both (as the context demands) of the blue Form of Proxy inrelation to the Court Meeting and the yellow Form of Proxy inrelation to the General Meeting;
FSMA . . . . . . . . . . . . . . . . . . . . . . . . . . . the Financial Services and Markets Act 2000, as amended;
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . generally accepted accounting principles in the US;
General Meeting . . . . . . . . . . . . . . . . . . the general meeting of Worldpay convened by the notice set out inPart Fourteen of this document, including any adjournment of suchmeeting;
Goldman Sachs . . . . . . . . . . . . . . . . . . . Goldman Sachs International;
holder . . . . . . . . . . . . . . . . . . . . . . . . . . . a registered holder and includes any person entitled by transmission;
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . the US Hart-Scott-Rodino Antitrust Improvements Act of 1976 (asamended);
IFRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . International Financial Reporting Standards (as adopted in the EU);
Interim Dividend . . . . . . . . . . . . . . . . . . the interim dividend of 0.8 pence per Worldpay Share announced byWorldpay on 9 August 2017, which was paid on 23 October 2017 toWorldpay Shareholders on the register of members of Worldpay at6.00 p.m. on 29 September 2017;
IPO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the initial public offering in respect of Worldpay;
Latest Practicable Date . . . . . . . . . . . . . 24 November 2017 (being the latest practicable date before thepublication of this document);
Listing Rules . . . . . . . . . . . . . . . . . . . . . the rules and regulations made by the UK Listing Authority under theFinancial Services and Markets Act 2000, and contained in theUK Listing Authority’s publication of the same name;
London Stock Exchange . . . . . . . . . . . . London Stock Exchange plc;
Long Stop Date . . . . . . . . . . . . . . . . . . . 31 March 2018 or such later date as may be agreed in writing byWorldpay and Vantiv (with the Panel’s consent and, if required, theCourt’s approval);
Meetings . . . . . . . . . . . . . . . . . . . . . . . . . the Court Meeting and the General Meeting, and Meeting meanseither of them;
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . the recommended acquisition by Vantiv and Bidco of the entireissued and to be issued ordinary share capital of Worldpay to beeffected by means of the Scheme (and, where the context admits, anysubsequent revision, variation, extension or renewal of the Scheme)or by the Takeover Offer under certain circumstances described inthis document;
Mix and Match Election . . . . . . . . . . . . any election by Scheme Shareholders in connection with the Mix andMatch Facility;
Mix and Match Facility . . . . . . . . . . . . . the mix and match facility under which Scheme Shareholders are ableto elect, subject to the elections made by other Scheme Shareholders,to vary the proportions in which they receive New Vantiv Shares andcash under the Merger;
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More Cash Option . . . . . . . . . . . . . . . . . the option for Worldpay Shareholders to elect to receive a greaterproportion of cash for each Scheme Share, instead of the StandardConsideration, under the terms of the Mix and Match Facility as setout in paragraph 2 of Part One of this document;
More Shares Option . . . . . . . . . . . . . . . the option for Worldpay Shareholders to elect to receive a greaterproportion of New Vantiv Shares for each Scheme Share, instead ofthe Standard Consideration, under the terms of the Mix and MatchFacility as set out in paragraph 2 of Part One of this document;
Morgan Stanley . . . . . . . . . . . . . . . . . . . Morgan Stanley & Co. International plc;
New Vantiv Shares . . . . . . . . . . . . . . . . the Vantiv Shares proposed to be issued by Vantiv, credited as fullypaid, as part consideration for the Merger;
Offer Period . . . . . . . . . . . . . . . . . . . . . . the period commencing on 4 July 2017 and ending on the earlier ofthe date on which the Scheme becomes Effective and/or the date onwhich the Scheme lapses or is withdrawn (or such other date as thePanel may decide);
Official List . . . . . . . . . . . . . . . . . . . . . . the official list maintained by the UK Listing Authority;
Opening Position Disclosure . . . . . . . . . an announcement containing details of interests or short positions in,or rights to subscribe for, any relevant securities of a party to theMerger if the person concerned has such a position;
Overseas Shareholders . . . . . . . . . . . . . Scheme Shareholders who are resident in, ordinarily resident in, orcitizens of, jurisdictions outside the United Kingdom;
Panel . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Panel on Takeovers and Mergers;
Phase 2 CMA Reference . . . . . . . . . . . . a reference pursuant to section 22, 33, 45 or 62 of the Enterprise Act2002 of the Merger to the Chair of the Competition and MarketsAuthority for the constitution of a group under schedule 4 to theEnterprise and Regulatory Reform Act 2013 (as amended);
PRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Prudential Regulation Authority;
PSRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . the Payment Services Regulations 2009;
Quantified Financial BenefitsStatement . . . . . . . . . . . . . . . . . . . . . . has the meaning given to it in Appendix 1;
RBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royal Bank of Scotland Group plc;
Receiving Agent . . . . . . . . . . . . . . . . . . . the receiving agent appointed for the purposes of the Scheme, beingEquiniti;
Registrar of Companies . . . . . . . . . . . . the registrar of companies in England and Wales;
Regulations . . . . . . . . . . . . . . . . . . . . . . . the Uncertificated Securities Regulations 2001 (SI 2001/3755), asamended;
Regulatory Information Service . . . . . an information service authorised from time to time by the FCA forthe purposes of disseminating regulatory announcements;
Relevant Authority . . . . . . . . . . . . . . . . any court or central bank, ministry, governmental, quasigovernmental(including the European Union), national, supranational, statutory,supervisory, regulatory, arbitral or investigative body or authority(including any national or supranational antitrust or merger controlauthority, any sectoral ministry or regulator and any foreign
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investment review body), national, state, municipal or localgovernment (including any subdivision, court, administrative agencyor commission or other authority of such government), any entityowned or controlled by them, any private body exercising anyregulatory, taxing, importing or other authority, trade agency,association, institution or professional or environmental body, in eachcase in any jurisdiction, including, without limitation, the Panel, theEuropean Commission and the FCA (including the UKLA);
Resolutions . . . . . . . . . . . . . . . . . . . . . . . the resolutions relating to the Merger to be proposed at the Meetings;
Restricted Jurisdiction . . . . . . . . . . . . . any jurisdiction where local laws or regulations may result in asignificant risk of civil, regulatory or criminal exposure if informationconcerning the Merger is sent or made available to WorldpayShareholders in that jurisdiction;
Restricted Shareholder . . . . . . . . . . . . . Worldpay Shareholders with registered addresses in, or who areresident and/or located in, one or more Restricted Jurisdictions;
Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . this scheme of arrangement in its present form or with or subject toany modification, addition or condition which Worldpay, Vantiv andBidco each agree and which is approved or imposed by the Court;
Scheme Record Time . . . . . . . . . . . . . . 6.00 p.m. on 12 January 2018 or such later time as Vantiv, Bidco andWorldpay may agree before the Court Hearing;
Scheme Shareholders . . . . . . . . . . . . . . holders of Scheme Shares at any relevant date or time;
Scheme Shares . . . . . . . . . . . . . . . . . . . . the Worldpay Shares:
(i) in issue at the date of this document;
(ii) issued after the date of this document and before the VotingRecord Time; and
(iii) issued at or after the Voting Record Time and before the SchemeRecord Time, either on terms that the original or any subsequentholders of such shares are to be bound by the Scheme or inrespect of which their holders are, or shall have agreed in writingto be, bound by the Scheme,
and, in each case, remaining in issue at the Scheme Record Time butexcluding any Worldpay Shares held in treasury at any relevant dateor time and any Worldpay Shares registered in the name of orbeneficially owned by any member of the Vantiv Group, its nomineesor any person acting in concert with Vantiv for purposes of the Codeat any relevant date or time;
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . the US Securities and Exchange Commission;
Secondary Listing . . . . . . . . . . . . . . . . . the admission of the Vantiv Shares (including the New VantivShares) to (a) the standard listing segment of the Official List (inaccordance with the Listing Rules and the Financial Services andMarkets Act 2000), and (b) trading on the Main Market (inaccordance with the Admission and Disclosure Standards of LondonStock Exchange);
Separately Disclosed Items . . . . . . . . . . costs or income that have been recognised in the income statementwhich the Worldpay Directors believe, due to their nature or size,should be disclosed separately to give a more comparable view of theyear-on-year underlying financial performance. They are presented intheir relevant income statement category, but highlighted throughseparate disclosure;
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Share Election . . . . . . . . . . . . . . . . . . . . a Mix and Match Election for the More Shares Option;
significant interest . . . . . . . . . . . . . . . . . in relation to an undertaking, a direct or indirect interest in 10 percent. or more of its equity share capital (as defined in theCompanies Act);
SMB . . . . . . . . . . . . . . . . . . . . . . . . . . . . means small and medium business;
Special Dividend . . . . . . . . . . . . . . . . . . has the meaning given to it in paragraph 2 of Part One of thisdocument;
Standard Consideration . . . . . . . . . . . . the entitlement to receive 55 pence and 0.0672 New Vantiv Shares foreach Scheme Share for those Worldpay Shareholders who do notmake a Mix and Match Election under the terms of the Merger;
Takeover Offer . . . . . . . . . . . . . . . . . . . should the Merger be implemented by way of a takeover offer asdefined in Chapter 3 of Part 28 of the Companies Act, the takeoveroffer to be made by or on behalf of Vantiv and Bidco to acquire theentire issued and to be issued ordinary share capital of Worldpay and,where the context admits, any subsequent revision, variation,extension or renewal of such takeover offer;
Takeover Offer Document . . . . . . . . . . should the Merger be implemented by means of a Takeover Offer, thedocument to be sent to Worldpay Shareholders which will contain,inter alia, the terms and conditions of the Takeover Offer;
Third Party . . . . . . . . . . . . . . . . . . . . . . each of the following: government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body, court, trade agency, association, institution or anyother similar body or person whatsoever in any jurisdiction;
Transfer Agent . . . . . . . . . . . . . . . . . . . . the transfer agent appointed by Vantiv from time to time;
UK or United Kingdom . . . . . . . . . . . . . the United Kingdom of Great Britain and Northern Ireland;
UK Listing Authority . . . . . . . . . . . . . . the FCA in its capacity as the authority for listing in theUnited Kingdom;
uncertificated or in uncertificatedform . . . . . . . . . . . . . . . . . . . . . . . . . . a share or other security recorded on the relevant register as being
held in uncertificated form in CREST;
Underlying EBITDA . . . . . . . . . . . . . . . earnings before interest, tax, depreciation and amortisation, excludingSeparately Disclosed Items;
US or United States . . . . . . . . . . . . . . . . the United States of America, its territories and possessions, any stateof the United States of America and the District of Columbia and allother areas subject to its jurisdiction and any political sub-divisionthereof;
US Exchange Act . . . . . . . . . . . . . . . . . . the US Securities Exchange Act of 1934, as amended;
US Shareholders . . . . . . . . . . . . . . . . . . holders of Worldpay Shares ordinarily resident in the United States orwith a registered address in the United States, and any custodian,nominee or trustee holding Worldpay Shares for persons in theUnited States or with a registered address in the United States;
US Securities Act . . . . . . . . . . . . . . . . . . US Securities Act of 1933, as amended;
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Vantiv . . . . . . . . . . . . . . . . . . . . . . . . . . . Vantiv, Inc., a company incorporated in Delaware with its principalexecutive office at 8500 Governor’s Hill Drive, Symmes Township,OH 45249, United States;
Vantiv Adverse RecommendationAnnouncement . . . . . . . . . . . . . . . . . . . . any announcement made before the publication of the Vantiv Proxy
Statement that: (i) the board of directors of Vantiv no longer intendsto make the Vantiv Recommendation or intends to adversely modifyor qualify such recommendation, (ii) it will not convene the VantivShareholders’ Meeting, or (iii) it does not intend to post the VantivProxy Statement or to convene the Vantiv Shareholders’ Meeting;
Vantiv Amended Loan FacilityAgreement . . . . . . . . . . . . . . . . . . . . . . . . has the meaning given to it in paragraph 11.1 of Part Eleven of this
document;
Vantiv Compensation Committee . . the compensation committee of the Vantiv Board;
Vantiv DI . . . . . . . . . . . . . . . . . . . . . . . . a dematerialised depositary interest representing New Vantiv Sharesissued by Computershare whereby Computershare will hold NewVantiv Shares, represented by book-entry interests in the DTCsystem, via CTCNA as its custodian, on trust for the CREST memberto whom it has issued a depositary interest;
Vantiv Directors . . . . . . . . . . . . . . . . . . the persons whose names are set out in paragraph 2.2 of Part Elevenof this document or, where the context so requires, the directors ofVantiv from time to time;
Vantiv Group . . . . . . . . . . . . . . . . . . . . . Vantiv and its direct and indirect subsidiaries from time to time(including Bidco);
Vantiv Holding . . . . . . . . . . . . . . . . . . . . Vantiv Holding, LLC, a subsidiary of Vantiv;
Vantiv Profit Forecasts . . . . . . . . . . . . . the Vantiv profit forecasts set out at Part Ten;
Vantiv Prospectus . . . . . . . . . . . . . . . . . the prospectus which will be published by Vantiv in connection with:(i) the offer of New Vantiv Shares to Worldpay Shareholders; and (ii)the Secondary Listing;
Vantiv Proxy Statement . . . . . . . . . . . . the definitive proxy statement to be mailed to Vantiv Shareholders inconnection with their approval of the issuance of the New VantivShares;
Vantiv Q3 Results . . . . . . . . . . . . . . . . . Vantiv’s results for the third quarter of 2017 which were published on26 October 2017;
Vantiv Recommendation . . . . . . . . . . . the unanimous and unconditional recommendation of the board ofdirectors of Vantiv of the approval of the issue of the New VantivShares (provided that the recommendation will still be consideredunanimous and unconditional if the director of Vantiv nominated byFifth Third (if any) abstains or recuses himself from any suchdecision for reasons other than objection to the Merger);
Vantiv Shareholder Resolution . . . . . . the resolution to be proposed by Vantiv at the Vantiv Shareholders’Meeting in connection with the issuance of the New Vantiv Shares;
Vantiv Shares . . . . . . . . . . . . . . . . . . . . . the shares of Class A common stock of par value US$0.00001 each inthe share capital of Vantiv;
Vantiv Shareholders . . . . . . . . . . . . . . . holders of Vantiv Shares from time to time and Fifth Third in respectof its holding of Vantiv Class B common stock;
Vantiv Shareholders’ Meeting . . . . . . . the meeting of Vantiv Shareholders convened for the purpose ofconsidering and approving the issuance of the New Vantiv Shares;
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Voting Record Time . . . . . . . . . . . . . . . 6.30 p.m. on the day which is two days before the date of theMeetings or, if the relevant Meeting is adjourned, 6.30 p.m. on theday which is two days before the date of such adjourned meeting, ineach case excluding any day that is not a business day;
Wider Vantiv Group . . . . . . . . . . . . . . . Vantiv and its subsidiary undertakings, associated undertakings andany other undertaking in which Vantiv and/or such undertakings(aggregating their interests) have a significant interest;
Wider Worldpay Group . . . . . . . . . . . . Worldpay and its subsidiary undertakings, associated undertakingsand any other undertaking in which Worldpay and/or suchundertakings (aggregating their interests) have a significant interest;
Worldpay . . . . . . . . . . . . . . . . . . . . . . . . Worldpay Group plc, incorporated in England and Wales withregistered number 08762327;
Worldpay 2016 Results . . . . . . . . . . . . . Worldpay’s results for the year ended 31 December 2016;
Worldpay CVRs . . . . . . . . . . . . . . . . . . the non-voting redeemable contingent value right shares with a parvalue of £1.8475 each in the capital of Worldpay;
Worldpay Directors . . . . . . . . . . . . . . . . the persons whose names are set out in paragraph 2.1 of Part Elevenof this document or, where the context so requires, the directors ofWorldpay from time to time;
Worldpay Group . . . . . . . . . . . . . . . . . . Worldpay and its subsidiaries and subsidiary undertakings from timeto time (unless otherwise stated);
Worldpay H1 Results . . . . . . . . . . . . . . Worldpay’s results for the six months ended 30 June 2017 whichwere published on 9 August 2017;
Worldpay Non-Executive Directors . . Sir Michael Rake, Martin Scicluna, John Allan, Karen Richardsonand Deanna Oppenheimer;
Worldpay Profit Forecast . . . . . . . . . . . the Worldpay profit forecast set out at Part Nine;
Worldpay Recommendation . . . . . . . . . the unanimous recommendation by the Worldpay Directors toWorldpay Shareholders to vote in favour of the resolutions to beproposed at the Court Meeting and the General Meeting;
Worldpay RemunerationCommittee . . . . . . . . . . . . . . . . . . . . . . . the remuneration committee of the Worldpay Board;
Worldpay Shareholders . . . . . . . . . . . . the holders of Worldpay Shares;
Worldpay Shares . . . . . . . . . . . . . . . . . . the ordinary shares of 3 pence each in the capital of Worldpay; and
Worldpay Share Schemes . . . . . . . . . . . each of the following share incentive plans of Worldpay: theWorldpay Group plc Conditional Share Plan, the Worldpay Group plcDeferred Bonus Share Plan, the Worldpay Group plc PerformanceShare Plan, the Worldpay Group plc Savings-Related Share OptionScheme, the Worldpay Group plc US Employee Stock Purchase Planand the Worldpay Group plc Transitional Award Plan.
For the purposes of this document, subsidiary, subsidiary undertaking and undertaking have the respectivemeanings given thereto by the Companies Act and associated undertaking has the meaning given by paragraph19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose.
All references to sterling, pounds sterling, £, pence and penny are to the lawful currency of the UnitedKingdom.
All references to US Dollar, US$ and $ are to the lawful currency of the United States.
All the times referred to in this document are London times unless otherwise stated.
References to the singular include the plural and vice versa.
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PART THIRTEEN
NOTICE OF COURT MEETING
IN THE HIGH COURT OF JUSTICE CR-2017-007591BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURTDEPUTY REGISTRAR GARWOOD
IN THE MATTER OF WORLDPAY GROUP PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS GIVEN that, by an order dated 28 November 2017 made in the above matters, the Court has directedthat Worldpay Group plc (the Company) be permitted to convene a meeting of the holders of Scheme Shares (asdefined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit,approving (with or without modification) a scheme of arrangement (the Scheme of Arrangement) proposed tobe made between the Company and the holders of Scheme Shares and that such meeting will be held at theoffices of Allen & Overy LLP, One Bishops Square, London E1 6AD at 4.00 p.m. on 8 January 2018 at whichplace and time all holders of Scheme Shares are requested to attend.
A copy of the Scheme of Arrangement and a copy of the statement required to be furnished pursuant to section897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.
Holders of Scheme Shares may vote in person at the meeting or they may appoint another person as theirproxy to attend, speak and vote in their stead. A proxy need not be a member of the Company. A holder ofScheme Shares may appoint more than one proxy in relation to the meeting provided that each proxy isappointed to exercise the rights attached to a different share or shares held by that holder. A blue Form ofProxy for use at the meeting is enclosed with this notice. Worldpay Shareholders with Scheme Shares heldthrough CREST may also appoint a proxy or proxies using CREST by following the instructions set out onpages 56 to 58 of this document. Completion and return of a Form of Proxy, or the appointment of proxiesthrough CREST, will not preclude a holder of Scheme Shares from attending and voting in person at themeeting, or any adjournment of such meeting.
In the case of joint holders of Scheme Shares the vote of the senior who tenders a vote, whether in person or byproxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority willbe determined by the order in which the names stand in the register of members of the Company in respect of therelevant joint holding.
It is requested that forms appointing proxies (together with any power of attorney or other authority under whichthey are signed, or a notarially certified copy of such authority) be lodged with the Company’s registrars,Equiniti Limited, in accordance with the instructions printed thereon not later than 4.00 p.m. on 5 January 2018or, if the Court Meeting is adjourned, not later than 48 hours before the start of the meeting excluding any part ofa day that is not a business day.
Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will bedetermined by reference to the register of members of the Company at 6.30 p.m. on the day which is two daysbefore the date of the Court Meeting or, if the Court Meeting is adjourned, 6.30 p.m. on the day which is twodays before the date of such adjourned meeting, in each case excluding any day that is not a business day (theVoting Record Time). Changes to the register of members after such time will be disregarded.
By the said order, the Court has appointed John Allan or, failing him, Rick Medlock or, failing him, Ron Kalifa,or failing him, any other director of the Company to act as chairman of the meeting and has directed thechairman to report the result of the meeting to the Court.
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The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Dated 28 November 2017
ALLEN & OVERY LLP [DUNB / SETJ]
One Bishops Square
London E1 6AD
Solicitors for the CompanyNotes:
1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated Securities Regulations 2001 (the Regulations),only holders of Scheme Shares in the capital of the Company at the Voting Record Time (each, a Scheme Shareholder) are entitled toattend, speak and vote at this meeting and may appoint a proxy to attend, speak and vote instead of them. Changes to entries on theregister of members after that time shall be disregarded in determining the rights of any person to attend and vote at this meeting. Votingon all resolutions will be by way of a poll. Each Scheme Shareholder present at this meeting will be entitled to one vote for everyScheme Share registered in his or her name and each corporate representative or proxy will be entitled to one vote for each Scheme Sharewhich he/she represents. Scheme Shareholders who submit a proxy form with voting instructions in advance of this meeting specifyingthe chairman of the Company as their proxy, but who attend this meeting in person, need not complete a poll card unless they wish tochange their vote.
2. A blue form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy should be completed and returned inaccordance with their instructions, along with the power of attorney or other authority, if any, under which they are signed or a notariallycertified or office copy of such power or authority, so as to arrive at the offices of the Company’s registrars, Equiniti Limited (Equiniti),not later than 4.00 p.m. on 5 January 2018, or if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting,excluding any part of a day that is not a business day. If the proxy form is not returned by the relevant time, it may be handed to Equiniti,on behalf of the Chairman of the meeting, before the start of the meeting.
3. A Scheme Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak andvote instead of him/her. A Scheme Shareholder may appoint more than one proxy in relation to this meeting, provided that each proxy isappointed to exercise the rights attaching to a different share or shares held by him/her. A proxy need not be a Scheme Shareholder butmust attend this meeting to represent him/her. A separate proxy form should be used for each proxy appointment. If you intend to appointadditional proxies, please contact Equiniti on 0333 207 6334 or on +44 (0) 121 415 0931 from outside the UK (calls to this number fromoutside the UK will be charged at the applicable international rate) to obtain (an) additional proxy form(s). Equiniti may record calls toboth numbers for security purposes and to monitor the quality of its services. Alternatively, you may photocopy the enclosed proxy form.A Scheme Shareholder appointing more than one proxy should indicate the number of shares for which each proxy is authorised to act onhis/her holding and mark the box indicating that the proxy instruction is one of multiple instructions being given. Failure to specify thenumber of shares to which each proxy form relates or specifying a number which, when taken together with the number of shares set outin the other proxy appointments, is in excess of the number of shares held by the Scheme Shareholder may result in the proxyappointment being invalid. If the proxy form is returned without an indication as to how the proxy shall vote on any particular matter, theproxy will exercise his/her discretion as to whether, and if so how, he/she votes. A Shareholder must inform Equiniti in writing of anytermination of the authority of a proxy. If more than one valid proxy appointment is received, the appointment received last before thelatest time for the receipt of the proxies will take precedence.
4. A Scheme Shareholder may, if he/she wishes, register the appointment of a proxy or proxies, and give voting instructions for thismeeting, electronically by logging on to www.sharevote.co.uk. He/she will need to use the series of numbers made up of his/her VotingID, Task ID and, Shareholder Reference Number printed on his/her proxy form. Full details of the procedure are given on the website.Scheme Shareholders who have already registered with the Equiniti online portfolio service, Shareview, can appoint their proxyelectronically via their portfolio at www.shareview.co.uk. The proxy appointment and/or voting instructions must be received by Equinitiby no later than 4.00 p.m. on 5 January 2018 or, if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting, ineach case excluding any part of a day that is not a business day. Please note that any electronic communication sent to the Company orEquiniti that is found to contain a computer virus will not be accepted. The use of the internet service in connection with this meeting isgoverned by Equiniti’s conditions of use set out on the websites, www.sharevote.co.uk and www.shareview.co.uk, and may be read bylogging on to those sites.
5. Scheme Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for this meeting or any adjournmentof this meeting by using the CREST electronic proxy appointment service may do so by using the procedures described in the CRESTManual available via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST memberswho have appointed a voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able totake the appropriate action on their behalf.
6. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CRESTProxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (Euroclear) specificationsand must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by Equiniti (ID RA19) not later than 4.00 p.m. on 5 January 2018 or, if the meeting isadjourned, at least 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a business day. For thispurpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Afterthis time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not makeavailable special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply inrelation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST
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sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or votingsystem providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CRESTsystem and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Regulations.
8. Completion and return of a form of proxy, or the appointment of proxies through CREST, will not preclude a Scheme Shareholder fromattending and voting in person at this meeting, or any adjournment of this meeting.
9. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whether in person or by proxy, will be acceptedto the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding (the first named being the most senior).
10. You may not use any electronic address provided either in this notice or in any related documents (including the enclosed proxy form) tocommunicate with the Company for any purposes other than those expressly stated.
11. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at this. In accordancewith the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights) Regulations 2009), each suchrepresentative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individualmember of the Company, provided that they do not do so in relation to the same shares.
12. As at 27 November 2017 (being the latest business day before publication of this notice), the Company’s issued share capital consisted of2,000,000,000 ordinary shares, carrying one vote each and 1,000,000 non-voting redeemable contingent value right shares. TheCompany does not hold any ordinary shares in treasury, and therefore the total voting rights in the Company as at 27 November 2017were 2,000,000,000.
13. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy informationrights (a nominated person) may, under an agreement between him/her and the member by whom he/she was nominated have a right tobe appointed (or to have someone else appointed) as a proxy for this meeting. If a nominated person has no such proxy appointment rightor does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exerciseof voting rights.
14. The statements of the rights of Scheme Shareholders in relation to the appointment of proxies in this notice do not apply to nominatedpersons. Those rights can only be exercised by Scheme Shareholders. If you are receiving this notice as such a nominated person, you arereminded that your main contact in terms of your investment remains as it was (the registered shareholder, or perhaps custodian orbroker, who administers the investment on your behalf). Therefore any changes or queries relating to your personal details and holding(including any administration of it) must continue to be directed to your existing contact at your investment manager or custodian. TheCompany cannot guarantee dealing with matters which are directed to it in error. The only exception to this is where the Company, inexercising one of its powers under the Companies Act 2006, writes to you directly for a response.
15. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will need wheelchair assistance or has anyother needs to ensure appropriate arrangements are in place. Anyone accompanying a member in need of assistance will be admitted tothis meeting. Other guests will only be admitted at the discretion of the Company.
16. The Company thanks the attendees in advance for their co-operation with the security staff at the venue and kindly requests that eachattendee provides one piece of identification, such as photographic ID or a bank card. The Company does not permit cameras orrecording equipment at this meeting and should be grateful if attendees would ensure that they switch off their mobile telephone beforethe start of this meeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderly conduct of thismeeting.
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PART FOURTEEN
NOTICE OF GENERAL MEETING
WORLDPAY GROUP PLC
Notice is given that a general meeting of Worldpay Group plc (the Company) will be held at the offices ofAllen & Overy LLP, One Bishops Square, London E1 6AD at 4.15 p.m. on 8 January 2018 (or as soon thereafteras the meeting of the holders of Scheme Shares (as defined in the Scheme as referred to in the resolution set outbelow) convened for 4.00 p.m. on the same day and at the same place, by an order of the High Court of Justice,shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the followingresolution, which will be proposed as a special resolution.
SPECIAL RESOLUTION
THAT for the purpose of giving effect to the scheme of arrangement dated 28 November 2017 (as amended orsupplemented) between the Company and the holders of Scheme Shares (as defined in said scheme ofarrangement), a print of which has been produced to this meeting and for the purposes of identification signed bythe chairman of this meeting, in its original form or subject to such modification, addition, or condition as may beagreed between the Company, Vantiv, Inc. and Vantiv UK Limited and approved or imposed by the Court (theScheme):
(A) the directors of the Company (or a duly authorised committee of the directors) be authorised to take all suchaction as they may consider necessary or appropriate for carrying the Scheme into effect; and
(B) with effect from the passing of this resolution, the articles of association of the Company be and areamended by the adoption and inclusion of the following new article 130:
“Scheme of Arrangement
(a) In this article, references to the Scheme are to the Scheme of Arrangement under Part 26 of theCompanies Act 2006 between the Company and the holders of Scheme Shares (as defined in theScheme dated 28 November 2017 (as amended or supplemented)) and as approved by the holders ofthe Scheme Shares at the meeting convened by the Court (as defined in the Scheme) and as may bemodified or amended in accordance with its terms, and expressions defined in the Scheme shall havethe same meanings in this article.
(b) Notwithstanding either any other provision of these articles or the terms of any resolution whetherordinary or special passed by the Company in general meeting, if the Company issues any ordinaryshares (other than to Vantiv, Inc. or Vantiv UK Limited (together, the Offerors) or their nominee(s))on or after the adoption of this article and on or before the Scheme Record Time (as defined in theScheme), such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Sharesfor the purposes thereof) and the original or any subsequent holder or holders of such ordinary sharesshall be bound by the Scheme accordingly.
(c) Notwithstanding any other provision of these articles, if any ordinary shares are issued to any person(other than Vantiv, Inc. and/or Vantiv UK Limited or their nominee(s)) (the New Member) after theScheme Record Time, such New Member (or any subsequent holder or any nominee of such NewMember or any such subsequent holder) will, provided the Scheme shall have become effective, beobliged to transfer immediately all the ordinary shares held by the New Member (or any subsequentholder or any nominee of such New Member or any such subsequent holder) (the Disposal Shares) toVantiv, Inc. and/or Vantiv UK Limited (or as the Offerors may otherwise direct) who shall be obligedto acquire all of the Disposal Shares in consideration of and conditional on the payment by or on behalfof the Offerors to the New Member of an amount in cash and shares in Vantiv, Inc. for each DisposalShare equal to the consideration that the New Member would have been entitled to had each DisposalShare been a Scheme Share, excluding any right to elect to vary the proportion of share and cashconsideration payable.
(d) On any reorganisation of, or material alteration to, the share capital of the Company (including, withoutlimitation, any subdivision and/or consolidation), the value of the consideration per Disposal Shareunder paragraph (c) above shall be adjusted by the directors of the Company in such manner as theauditors of the Company or an independent investment bank selected by the Company may determineto be fair and reasonable to reflect such reorganisation or alteration. References in this article toordinary shares shall, following such adjustment, be construed accordingly.
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(e) To give effect to any transfer required by this article, the Company may appoint any person as attorneyfor the New Member to execute and deliver as transferor a form of transfer or instructions of transferon behalf of the New Member (or any subsequent holder or any nominee of such New Member or anysuch subsequent holder) in favour of Vantiv, Inc. and/or Vantiv UK Limited (or as the Offerorsotherwise direct), as applicable and do all such other things and execute and deliver all such documentsas may in the opinion of the attorney be necessary or desirable to vest the Disposal Shares in Vantiv,Inc. and/or Vantiv UK Limited (or as the Offerors otherwise direct), as applicable and pending suchvesting to exercise all such rights to the Disposal Shares as Vantiv, Inc. and/or Vantiv UK Limited, asapplicable may direct. If an attorney is so appointed, the New Member (or any subsequent holder orany nominee of such New Member or any such subsequent holder) shall not thereafter (except to theextent that the attorney fails to act in accordance with the directions of Vantiv, Inc. and/or Vantiv UKLimited, as applicable) be entitled to exercise any rights attaching to the Disposal Shares unless soagreed by Vantiv, Inc. and/or Vantiv UK Limited, as applicable. The Company may give good receiptfor the purchase price of the Disposal Shares and may register Vantiv, Inc. and/or Vantiv UK Limited(or as the Offerors otherwise direct), as applicable as holder of the Disposal Shares and issue to themcertificates for the same. The Company shall not be obliged to issue a certificate to the New Member(or any subsequent holder or any nominee of such New Member or any such subsequent holder) forany Disposal Shares. Vantiv, Inc. and/or Vantiv UK Limited, as applicable shall procure the issue ortransfer of any share consideration and shall send a cheque drawn on a UK clearing bank (or shallprocure that such a cheque is sent) in favour of the New Member (or any subsequent holder or anynominee of such New Member or any such subsequent holder) for the purchase price of such DisposalShares within 14 days of the date on which the Disposal Shares are issued to the New Member (or anynominee of such New Member).
(f) If the Scheme shall not have become effective by the date referred to in clause 9 of the Scheme (orsuch later date, if any, as the Offerors and the Company may agree and the Court and the Panel onTakeovers and Mergers may allow, if such consent is required), this article shall be of no effect.
(g) Notwithstanding any other provision of these articles, both the Company and the directors of theCompany may refuse to register the transfer of any Scheme Shares effected between the SchemeRecord Time and the effective date of the Scheme.”
28 November 2017
By Order of the Board
Derek Woodward
Company Secretary
Registered Office:
The Walbrook Building25 WalbrookLondonEC4N 8AF
Registered in England and Wales No. 8762327Notes:
1. Pursuant to the Company’s articles of association and Regulation 41 of the Uncertificated Securities Regulations 2001 (the Regulations),only holders of ordinary shares of 3 pence in the capital of the Company registered on the register of members of the Company at 6.30p.m. on the day which is two days before the date of the General Meeting or, if the General Meeting is adjourned, 6.30 p.m. on the daywhich is two days before the date of such adjourned meeting, in each case excluding any day that is not a business day (each, aShareholder) are entitled to attend, speak and vote at this meeting and may appoint a proxy to attend, speak and vote instead of them.Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend andvote at this meeting. Voting on all resolutions will be by way of a poll. Each Shareholder present at this meeting will be entitled to onevote for every ordinary share registered in his/her name and each corporate representative or proxy will be entitled to one vote for eachordinary share which he/she represents. Shareholders who submit a proxy form with voting instructions in advance of this meetingspecifying the chairman of the Company as their proxy, but who attend this meeting in person, need not complete a poll card unless theywish to change their vote. A Shareholder may appoint more than one proxy in relation to this meeting provided that each proxy is entitledto exercise the rights attaching to a different share or shares held by that member. A proxy need not be a member of the Company.
2. A yellow form of proxy is enclosed for use at this meeting. To be valid, completed forms of proxy should be returned in accordance withtheir instructions, along with the power of attorney or other authority, if any, under which they are signed or a notarially certified oroffice copy of such power or authority, so as to arrive at the offices of the Company’s registrars, Equiniti Limited (Equiniti), not laterthan 4.15 p.m. on 5 January 2018, or if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting, excludingany part of a day that is not a business day. If the form of proxy is not lodged by the relevant time, it will be invalid.
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3. A Shareholder entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak and voteinstead of him/her. A Shareholder may appoint more than one proxy in relation to this meeting, provided that each proxy is appointed toexercise the rights attaching to a different share or shares held by him/her. A proxy need not be a Shareholder but must attend thismeeting to represent him/her. A separate proxy form should be used for each proxy appointment. If you intend to appoint additionalproxies, please contact Equiniti on 0333 207 6334 or on +44 (0) 121 415 0931 from outside the UK (calls to this number from outside theUK will be charged at the applicable international rate) to obtain (an) additional proxy form(s). Equiniti may record calls to both numbersfor security purposes and to monitor the quality of its services. Alternatively, you may photocopy the enclosed proxy form. AShareholder appointing more than one proxy should indicate the number of shares for which each proxy is authorised to act on his/herholding and mark the box indicating that the proxy instruction is one of multiple instructions being given. Failure to specify the numberof shares to which each proxy form relates or specifying a number which, when taken together with the number of shares set out in theother proxy appointments, is in excess of the number of shares held by the Shareholder may result in the proxy appointment beinginvalid. If the proxy form is returned without an indication as to how the proxy shall vote on any particular matter, the proxy willexercise his/her discretion as to whether, and if so how, he/she votes. A Shareholder must inform Equiniti in writing of any terminationof the authority of a proxy. If more than one valid proxy appointment is received, the appointment received last before the latest time forthe receipt of the proxies will take precedence.
4. A Shareholder may, if he/she wishes, register the appointment of a proxy or proxies, and give voting instructions for this meeting,electronically by logging on to www.sharevote.co.uk. He/she will need to use the series of numbers made up of his/her Voting ID, TaskID and, Shareholder Reference Number printed on his/her proxy form. Full details of the procedure are given on the website. SchemeShareholders who have already registered with the Equiniti online portfolio service, Shareview, can appoint their proxy electronically viatheir portfolio at www.shareview.co.uk. The proxy appointment and/or voting instructions must be received by Equiniti by no later than4.15 p.m. on 5 January 2018 or, if the meeting is adjourned, at least 48 hours before the start of the adjourned meeting, in each caseexcluding any part of a day that is not a business day. Please note that any electronic communication sent to the Company or Equiniti thatis found to contain a computer virus will not be accepted. The use of the internet service in connection with this meeting is governed byEquiniti’s conditions of use set out on the websites, www.sharevote.co.uk and www.shareview.co.uk, and may be read by logging on tothose sites.
5. Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for this meeting or any adjournment of thismeeting by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manualavailable via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members whohave appointed a voting service provider(s), should refer to their CREST sponsor or voting service providers, who will be able to take theappropriate action on their behalf.
6. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a CRESTProxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s (Euroclear) specificationsand must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whetherit constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to bevalid, be transmitted so as to be received by Equiniti (ID RA19) not later than 4.15 p.m. on 5 January 2018 or, if the meeting isadjourned, at least 48 hours before the start of the adjourned meeting, excluding any part of a day that is not a business day. For thispurpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Afterthis time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not makeavailable special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply inrelation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CRESTmember is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of theCREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or votingsystem providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CRESTsystem and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) ofthe Regulations.
8. Completion and return of a form of proxy, or the appointment of proxies through CREST, will not preclude a Shareholder from attendingand voting in person at this meeting, or any adjournment of this meeting.
9. In the case of joint holders of ordinary shares the vote of the senior who tenders a vote, whether in person or by proxy, will be acceptedto the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in theregister of members of the Company in respect of the relevant joint holding (the first named being the most senior).
10. You may not use any electronic address provided either in this notice or in any related documents (including the enclosed proxy form) tocommunicate with the Company for any purposes other than those expressly stated.
11. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at this. In accordancewith the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders’ Rights) Regulations 2009), each suchrepresentative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individualmember of the Company, provided that they do not do so in relation to the same shares.
12. As at 27 November 2017 (being the latest business day before publication of this notice), the Company’s issued share capital consisted of2,000,000,000 ordinary shares, carrying one vote each and 1,000,000 non-voting redeemable contingent value right shares. TheCompany does not hold any ordinary shares in treasury, and therefore the total voting rights in the Company as at 27 November 2017were 2,000,000,000.
13. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy informationrights (a nominated person) may, under an agreement between him/her and the member by whom he/she was nominated have a right tobe appointed (or to have someone else appointed) as a proxy for this meeting. If a nominated person has no such proxy appointment rightor does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exerciseof voting rights.
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14. The statements of the rights of Shareholders in relation to the appointment of proxies in this notice do not apply to nominated persons.Those rights can only be exercised by Shareholders. If you are receiving this notice as such a nominated person, you are reminded thatyour main contact in terms of your investment remains as it was (the registered shareholder, or perhaps custodian or broker, whoadministers the investment on your behalf). Therefore any changes or queries relating to your personal details and holding (including anyadministration of it) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannotguarantee dealing with matters which are directed to it in error. The only exception to this is where the Company, in exercising one of itspowers under the Companies Act 2006, writes to you directly for a response.
15. The venue is wheelchair accessible. Please let the Company know in advance if any attendee will need wheelchair assistance or has anyother needs to ensure appropriate arrangements are in place. Anyone accompanying a member in need of assistance will be admitted tothis meeting. Other guests will only be admitted at the discretion of the Company.
16. The Company thanks the attendees in advance for their co-operation with the security staff at the venue and kindly requests that eachattendee provides one piece of identification, such as photographic ID or a bank card. The Company does not permit cameras orrecording equipment at this meeting and should be grateful if attendees would ensure that they switch off their mobile telephone beforethe start of this meeting. The Company does not permit behaviour which may interfere with anyone’s safety or the orderly conduct of thismeeting.
17. Under Section 319A of the Companies Act 2006, any Shareholder attending this meeting has the right to ask questions. The Companymust answer any such question relating to the business being dealt with at this meeting but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the this meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of this meeting that the question be answered.
18. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found atwww.investors.worldpay.com.
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APPENDIX 1
QUANTIFIED FINANCIAL BENEFITS STATEMENT
The Announcement included statements of estimated cost savings and synergies arising from the Merger(together, the Quantified Financial Benefits Statement).
A copy of the Quantified Financial Benefits Statement is set out below:
“Vantiv anticipates that the Merger will result in annual recurring pre-tax cost synergies of approximatelyUS$200 million. The synergies are expected to be fully realised by the end of the third year followingcompletion of the Merger.
The expected sources of the identified cost synergies are as follows:
• approximately 63 per cent. from savings in operations, technology, selling, general andadministrative expenditure in the US through consolidation of the Combined Company’s USbusinesses;
• approximately 22 per cent. from savings in general and administrative expenditure throughconsolidation of the Combined Company’s corporate functions; and
• approximately 15 per cent. from savings in technology, operations, selling, general andadministrative expenditure through consolidation of the Combined Company’s eCommercebusinesses and operations and technology functions.
The Combined Company is expected to incur one-off restructuring and integration costs of approximatelyUS$330 million. The majority of these costs will be incurred by the end of the second year followingcompletion of the Merger. Aside from the integration costs, no material dis-synergies are expected inconnection with the Merger. The expected synergies will accrue as a direct result of the Merger and wouldnot be achieved on a standalone basis.”
Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including theprincipal assumptions and sources of information, is set out below.
Bases of belief and principal assumptions
In preparing the Quantified Financial Benefits Statement, a synergy working group comprising senior strategy,operations, technical, sales and financial personnel from Vantiv (the Working Group) was established toevaluate and assess the potential synergies available for the integration and undertake an initial planning exercise.The Working Group has worked collaboratively, alongside external consultants, to identify and quantify potentialsynergies as well as estimate any associated costs based on publicly available information, certain operating andfinancial information provided by Worldpay and a series of meetings and/or calls with the key managementpersonnel of Worldpay.
In circumstances where the information provided by Worldpay has been limited for commercial or other reasons,the Working Group has made estimates and assumptions to aid its development of individual synergy initiatives.The assessment and quantification of the potential synergies have in turn been informed by Vantiv management’sindustry experience as well as their experience of executing and integrating past acquisitions.
The cost bases used as the basis for the Quantified Financial Benefits Statement are those contained in the form10-K of Vantiv and the annual report and accounts of Worldpay for the year ended 31 December 2016 andWorldpay’s cost forecasts for 2017. The exchange rate used as the basis for the Quantified Financial BenefitsStatement is £1:US$1.359.
The quantified synergies are incremental to Vantiv’s and to the best of Vantiv’s knowledge, Worldpay’s existingplans.
In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudence in thecalculation of the estimated synergy benefit set out above.
In arriving at the estimate of synergies set out in the Quantified Financial Benefits Statement, the Vantivmanagement has made the following assumptions:
• Worldpay’s processing capabilities in the US will be migrated to Vantiv’s processing platforms andWorldpay’s legacy platform will be retired; and
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• Vantiv will maintain its New York Stock Exchange listing and obtain a secondary standard listing on theLondon Stock Exchange and Worldpay will be de-listed from the London Stock Exchange.
In addition, in arriving at the Quantified Financial Benefits Statement, the Vantiv management has also made thefollowing assumptions, all of which are outside the influence of Vantiv:
• there will be no material impact on the underlying operations of either company or their ability to continueto conduct their businesses;
• there will be no material change to macroeconomic, political, regulatory or legal conditions in the marketsor regions in which Vantiv and Worldpay operate that will materially impact on the implementation or coststo achieve the proposed cost savings;
• there will be no material change in current foreign exchange rates; and
• there will be no change in legislation or regulation in the countries in which Vantiv and Worldpay operatethat could materially impact the ability to achieve any benefits.
Notes
1. These statements of estimated synergies relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and contingencies. In addition, due to the scale of the CombinedCompany, there may be additional changes to the Combined Company’s operations. As a result, theestimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated,or those achieved could be materially different from those estimated.
2. The Quantified Financial Benefits Statement should not be construed as a profit forecast or interpretedto mean that Vantiv’s earnings in the first full year following the Effective Date, or in any subsequentperiod, will necessarily match or be greater than or be less than those of Vantiv or Worldpay for therelevant preceding financial period or any other period.
3. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement is theresponsibility of the Vantiv Directors.
Reports and confirmations
On 9 August 2017, Deloitte, as reporting accountants to Vantiv, and Morgan Stanley and Credit Suisse, as jointfinancial advisers to Vantiv, gave the opinions required by Rule 28.1(a) of the Code. Copies of these reports wereincluded in Appendix IV to the Announcement.
The Vantiv Directors have confirmed that:
1. there have been no material changes to the Quantified Financial Benefits Statement since 9 August2017, and the Quantified Financial Benefits Statement remains valid; and
2. each of Deloitte, Morgan Stanley and Credit Suisse has confirmed to Vantiv that their respectivereports produced in connection with the Quantified Financial Benefits Statement continue to apply.
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