FOR IMMEDIATE RELEASE
April 10, 2019
Notice of Intention to Delist from the London Stock Exchange
Worldpay, Inc. ("Worldpay") announces today that it has applied for the cancellation of the listing of its shares of Class A Common Stock (the "Shares") on the standard segment of the Official List of the Financial Conduct Authority and of trading on the Main Market of the London Stock Exchange plc (the "LSE") (the "Delisting"). The Delisting is intended to take effect at or around 8:00 a.m. (BST) on May 20, 2019.
Following completion of the merger between Worldpay (formerly Vantiv, Inc.) and Worldpay Group plc on January 16, 2018, Worldpay continued to monitor and analyse the number of shareholders and the level of trading of Shares on the LSE. The number of shareholders trading and of Shares being traded on the LSE has decreased significantly over this period and therefore Worldpay believes that the administrative costs in connection with maintaining the listing of Shares on the LSE are no longer justified.
On March 18, 2019, Worldpay and Fidelity National Information Services, Inc. ("FIS") announced that they had entered into a definitive merger agreement, pursuant to which, at closing, Worldpay shareholders will be entitled to receive 0.9287 FIS shares and $11.00 in cash for each Share, which, as of March 15, 2019, the last full trading day before the public announcement of the proposed transaction, valued Worldpay at an enterprise value of approximately $43 billion (including the assumption of Worldpay's debt) (the "FIS Transaction"). As part of the FIS Transaction, Worldpay has agreed to use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary to cause the Delisting before completion of the FIS Transaction. The FIS Transaction is subject to a number of conditions, including receipt of required shareholder and regulatory approvals.
For the reasons stated above, Worldpay intends to proceed with the Delisting regardless of whether the FIS Transaction completes or not. As part of the Delisting, the existing depositary interest facility will be terminated and Worldpay shareholders who hold depositary interests which facilitate the trading of Shares on the LSE will be transitioned into a CREST depositary interest facility. Worldpay intends to provide a proxy service to ensure that those shareholders are still able to vote on the FIS Transaction. In addition, Worldpay shareholders who are transitioned into the CREST depositary interest facility will continue to be eligible (as at the relevant record date) to receive any consideration due to them following completion of the FIS Transaction.
The Shares will continue to be traded on the New York Stock Exchange pending completion of the FIS Transaction. However, following the Delisting, Worldpay will no longer be required to comply with the Listing Rules, the Disclosure Guidance and Transparency Rules or the Market Abuse Regulation.
Nathan Rozof, Investor Relations
Andrew Ciafardini, Corporate Communications
+1 513 900 4811
+1 513 900 5308
Smithfield (PR adviser to Worldpay, Inc.)
+44 (0) 203 047 2538
Worldpay, Inc. LEI number: 213800TV56O7TZI4U902
About Worldpay, Inc.
Worldpay, Inc. (NYSE: WP; LSE: WPY) is a leading payments technology company with unique capability to power global integrated omni-commerce. With industry-leading scale and an unmatched integrated technology platform, Worldpay offers clients a comprehensive suite of products and services globally, delivered through a single provider.
Worldpay processes over 40 billion transactions annually through more than 300 payment types across 146 countries and 126 currencies. Worldpay's growth strategy includes expanding into high-growth markets, verticals and customer segments, including global eCommerce, Integrated Payments and B2B.
Worldpay, Inc. was formed in 2018 through the combination of the No. 1 merchant acquirers in the U.S. and the U.K. Worldpay, Inc. trades on the New York Stock Exchange as "WP" and, until the Delisting becomes effective, the London Stock Exchange as "WPY."