News Release
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SCHEME BECOMES EFFECTIVE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
RECOMMENDED MERGER
OF
WORLDPAY GROUP PLC ("WORLDPAY")
WITH
VANTIV, INC. ("VANTIV")
AND
VANTIV UK LIMITED ("BIDCO")
effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
SCHEME BECOMES EFFECTIVE
On
Worldpay and Vantiv are pleased to announce that all the Conditions set out in the scheme document dated
Results of the Mix and Match Facility
Pursuant to the Mix and Match Facility, valid Share Elections in respect of 1,354,305,155 Worldpay Shares, representing approximately 67.715 per cent. of the aggregate number of Worldpay Shares, and valid Cash Elections in respect of 27,920,198 Worldpay Shares, representing approximately 1.396 per cent. of the aggregate number of Worldpay Shares, were made by Worldpay Shareholders. The ability to satisfy all elections for Cash Consideration and/or New Vantiv Shares made by Worldpay Shareholders was dependent on other Worldpay Shareholders making equal and opposite elections.
Worldpay Shareholders who made valid Cash Elections have had such elections satisfied in full. In respect of each Worldpay Share for which a valid Cash Election was made and satisfied, Worldpay Shareholders will receive approximately
Worldpay Shareholders who made valid Share Elections have had such elections scaled down on a pro rata basis by 86.3221060262719 per cent. In respect of each Worldpay Share for which a valid Share Election was made and satisfied, Worldpay Shareholders will receive approximately 0.0773 of a New Vantiv Share as set out in the Scheme Document.
For Worldpay Shares in respect of which a valid Share Election has been made and which has not been satisfied due to scale down, the Worldpay Shareholders will receive the Standard Consideration.
Worldpay Shareholders who did not make valid Cash Elections or Share Elections or have not participated in the Mix and Match Facility will receive the Standard Consideration.
Settlement of consideration
Worldpay Shareholders' cash consideration under the terms of the Merger will be settled or despatched by no later than
Suspension and cancellation of listing and trading
As announced on
Worldpay further announces that the listing of Worldpay Shares on the premium listing segment of the Official List and the admission to trading of Worldpay Shares on the
Payment of Special Dividend
As announced on
Except as otherwise defined herein, capitalised terms used but not defined in this Announcement have the same meanings as given to them in the Scheme Document.
Enquiries
Worldpay: |
|
Charles King, Investor Relations Director Claire Hardy, Head of External Communications Derek Woodward, Group Company Secretary |
+44 (0) 203 664 6171 +44 (0) 203 664 4902 +44 (0) 7342 082 043 |
Goldman Sachs (Financial adviser to Worldpay) |
|
Anthony Gutman Stephen Considine Owain Evans Charlie Lytle (corporate broking) |
+44 (0) 207 774 1000 |
Barclays Bank Plc (Financial Adviser to Worldpay): |
|
Richard Taylor Matthew Smith Alisdair Gayne (corporate broking) Robert Mayhew (corporate broking) |
+44 (0) 207 623 2323
|
Finsbury (PR Adviser to Worldpay): |
|
James Murgatroyd Andrew Hughes |
+44 (0) 207 251 3801 |
Vantiv |
|
Nathan Rozof, Investor Relations Andrew Ciafardini, Corporate Communications |
+1 513 900 4811 +1 513 900 5308 |
Morgan Stanley (Financial adviser to Vantiv) |
|
Seth Bergstein Brad Whitman Colm Donlon Matthew Jarman |
+1 212 761 4000 +44 (0) 207 425 8000 |
Credit Suisse (Financial Adviser to Vantiv) |
|
Brian Gudofsky Steven Geller Joe Hannon Kyle Fry |
+1 212 325 2000 +44 (0) 207 888 8888 |
Smithfield (PR adviser to Vantiv) |
|
John Kiely |
+44 (0) 203 047 2538 |
Important notices
Goldman Sachs, which is authorised by the
Barclays, which is authorised by the
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions other than the
The Merger is not being made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the
Notice to U.S. investors
The Merger relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under Part 26 of the Companies Act. The Merger, implemented by way of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the Merger is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in
The New Vantiv Shares to be issued pursuant to the Merger have not been registered under the U.S. Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New Vantiv Shares to be issued pursuant to the Merger will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the U.S. Securities Act.
Neither the
Worldpay is incorporated under the laws of
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Worldpay's website at www.investors.worldpay.com and on Vantiv's website at www.vantiv.com by no later than 12 noon (
Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may also request that all future documents, announcements and information sent to that person in relation to the Merger should be in hard copy form. For persons who have received a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested by contacting Worldpay on +44 20 3664 5777.
Worldpay Group plc LEI Number: 213800CJ5Z6YSGIIZA22
This information is provided by RNS