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SCHEME BECOMES EFFECTIVE
RNS Number : 9446B
Worldpay, Inc
16 January 2018
 

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 

16 January 2018

 

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 9 August 2017, the boards of Worldpay and Vantiv announced that they had reached agreement on the terms of a recommended merger of Worldpay with Vantiv and Bidco (a subsidiary of Vantiv) in the form of a recommended offer for the entire issued and to be issued ordinary share capital of Worldpay by Vantiv and Bidco (the "Merger"). As outlined in that announcement, the Merger was to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Worldpay and Vantiv are pleased to announce that all the Conditions set out in the scheme document dated 28 November 2017 (the "Scheme Document") have been satisfied or waived and the Scheme has today become Effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Court Hearing held on 11 January 2018.

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 420 pence per Worldpay Share as set out in the Scheme Document.

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 30 January 2018. Vantiv DIs will be credited to the CREST accounts of Worldpay Shareholders who held their Worldpay Shares in uncertificated form today or as soon as practicable and in any event within 14 days thereafter. New Vantiv Shares will be registered through DRS today or as soon as practicable for Worldpay Shareholders who held their Worldpay Shares in certificated form and statements of entitlement will be despatched by no later than 30 January 2018.

Suspension and cancellation of listing and trading

As announced on 11 January 2018, the listing of Worldpay Shares on the premium listing segment of the Official List and the admission to trading of Worldpay Shares on the London Stock Exchange's Main Market were suspended with effect from 7.30 a.m. (London time) on 15 January 2018.

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 London Stock Exchange's Main Market were each cancelled with effect from 8.00 a.m. today.

Payment of Special Dividend

As announced on 8 January 2018, the special dividend of 4.2 pence per Worldpay Share will be paid on 29 January 2018 to Worldpay Shareholders on the register of members of Worldpay at the Scheme Record Time.

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 Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the U.K. is acting exclusively for Worldpay and no one else in connection with the Merger or any other matter referred to in this Announcement and will not be responsible to anyone other than Worldpay for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the Merger or any other matters referred to in this Announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Worldpay and no one else in connection with the Merger or any other matter referred to in this Announcement and will not be responsible to anyone other than Worldpay for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Merger or any other matter referred to in this Announcement.

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

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

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom, and the ability of Worldpay Shareholders who are not resident in the United Kingdom to participate in the Merger, may be restricted by relevant laws and/or regulations. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Worldpay Shareholders who are not resident in the United Kingdom, should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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 United Kingdom. Further details in relation to Worldpay Shareholders in overseas jurisdictions is contained in the Scheme Document.

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 England listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules.

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 SEC nor any U.S. state securities commission has approved or disapproved of the New Vantiv Shares to be issued in connection with the Merger, or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Worldpay is incorporated under the laws of England and Wales. In addition, some of its officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Worldpay or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. It may not be possible to sue Worldpay or its officers or directors in a non-US court for violations of the U.S. securities laws.

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 (London time) on 17 January 2018.

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
The company news service from the London Stock Exchange
 
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