PURSUANT TO AN ANNOUNCEMENT DATED 5 JULY 2017, VANTIV, INC. (“VANTIV”) ANNOUNCED A POSSIBLE OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF WORLDPAY GROUP PLC (“WORLDPAY”) (THE “POSSIBLE OFFER”).
ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND UNITED STATES OF AMERICA. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE.
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY VANTIV IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE POSSIBLE OFFER CANNOT BE VALIDLY ACCEPTED BY WORLDPAY SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM OR UNITED STATES OF AMERICA WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH VANTIV REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”)
IF YOU WOULD LIKE INFORMATION ON THE POSSIBLE OFFER PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS MICROSITE AND, DEPENDING ON WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS.
Basis of access
There can be no certainty that a firm offer will be made by Vanitv. However, in the event that a firm offer is made by Vantiv (the “Firm Offer”), the information contained on this Microsite in respect of any Firm Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to that offer or otherwise.
The full terms and conditions of any Firm Offer would be set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to Worldpay shareholders (the “Offer Document”). In considering any Firm Offer, shareholders of Worldpay should only rely on the information contained, and procedures described, in the Offer Document. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, Vantiv accepts, no responsibility or duty to update any such information, document or announcement, and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Vantiv is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Vantiv, nor Worldpay, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Worldpay shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with any Firm Offer will only be set out in the Offer Document sent to or made available to Worldpay shareholders by Vantiv and any decision made by such shareholders should be made solely and only on the basis of information provided in the Offer Document.
Morgan Stanley & Co. International PLC is acting as financial adviser to Vantiv and no one else in connection with the Possible Offer and will not be responsible to anyone other than Vantiv for providing the protections afforded to clients of Morgan Stanley & Co. International PLC, nor for providing advice in relation to any matters referred to herein.
The information on this Microsite contains certain forward-looking statements with respect to the financial condition, results of operations and business of Worldpay and certain plans and objectives of Vantiv with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning. These statements are based on assumptions and assessments made by Worldpay and / or Vantiv in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements herein could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the materials herein are therefore cautioned not to place undue reliance on such forward-looking statements. Neither Worldpay nor Vantiv assumes any obligation to update or correct the information contained herein (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
Notice to US holders of Worldpay shares
Worldpay shareholders resident in the United States should note that the Possible Offer relates to shares of a non-US company and is subject to UK disclosure requirements (which are different from those of the United States). In accordance with Rule 14d-1(d) under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Possible Offer is exempt from most rules under Regulation 14E and Regulation 14D of the Exchange Act. The Possible Offer is being made in accordance with the requirements of the Takeover Code. Accordingly, the Possible Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. Certain financial information included in any Possible Offer documents may have been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
It may be difficult for Worldpay shareholders resident in the United States to enforce their rights and any claim arising out of the US federal securities laws, since Worldpay is, and any new entity which may be formed by Vantiv for the purpose of acquiring Worldpay may be, located in a non-US country, and some or all of their officers and directors may be residents of a non-US country. Worldpay shareholders resident in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, Vantiv may from time to time make certain purchases of, or arrangements to purchase, Worldpay shares outside the United States, other than pursuant to any Firm Offer, before or during the period in which any Firm Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase Worldpay shares must comply with English law, the Takeover Code and other applicable law. Any information about such purchases will be disclosed as required in the UK and will be available via a Regulatory Information Service.
The materials found on this Microsite contain information in respect of the Possible Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite by clicking on the “I disagree” box.
By choosing the “I agree” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Vantiv is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Possible Offer.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of any Firm Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Vantiv nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
ACCEPTANCE OF DISCLAIMER
By clicking on “I agree” below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Microsite and agree to be bound by its terms. By clicking on “I disagree” below, you will not be able to proceed to the Microsite.