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FORM 8 (DD) - VANTIV INC

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FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)   Full name of discloser:   Barclays PLC.
     
(b) Owner or controller of interest and short
  positions disclosed, if different from 1(a):  
(c) Name of offeror/offeree in relation to whose VANTIV INC
  relevant securities this form relates:  
(d) Status of person making the disclosure: CONNECTED TO OFFEREE
(e) Date position held/dealing undertaken: 20 November 2017
(f) In addition to the company in 1(c) above, is the discloser making NO
  disclosures in respect of any other party to the offer?  

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:       USD 0.00001 Class A common            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 11,902 0.01% 366 0.00%
           
(2) Cash-settled derivatives:
0 0.00% 0 0.00%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 3,200 0.00% 45,400 0.03%
           
 
TOTAL: 15,102 0.01% 45,766 0.03%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant   Purchase/sale   Number of   Price per unit
security   securities  
USD 0.00001 Class A common Purchase 23 70.8300 USD
USD 0.00001 Class A common Purchase 100 70.8100 USD
USD 0.00001 Class A common Purchase 100 70.7000 USD
USD 0.00001 Class A common Purchase 110 70.5190 USD
USD 0.00001 Class A common Purchase 200 70.6600 USD
USD 0.00001 Class A common Purchase 200 71.1200 USD
USD 0.00001 Class A common Purchase 200 70.2637 USD
USD 0.00001 Class A common Purchase 300 70.8166 USD
USD 0.00001 Class A common Purchase 500 70.5820 USD
USD 0.00001 Class A common Purchase 502 70.2436 USD
USD 0.00001 Class A common Purchase 1,259 70.7851 USD
USD 0.00001 Class A common Purchase 1,593 70.7389 USD
USD 0.00001 Class A common Purchase 2,100 70.2083 USD
USD 0.00001 Class A common Purchase 3,500 70.8348 USD
USD 0.00001 Class A common Purchase 3,801 70.7087 USD
USD 0.00001 Class A common Purchase 5,200 70.6835 USD
USD 0.00001 Class A common Purchase 5,978 70.7158 USD
USD 0.00001 Class A common Purchase 6,100 70.7090 USD
USD 0.00001 Class A common Purchase 8,100 70.7906 USD
USD 0.00001 Class A common Purchase 8,113 70.5980 USD
USD 0.00001 Class A common Purchase 13,500 70.6833 USD
USD 0.00001 Class A common Purchase 15,800 70.6966 USD
USD 0.00001 Class A common Purchase 15,835 70.4775 USD
USD 0.00001 Class A common Purchase 24,469 70.7129 USD
USD 0.00001 Class A common Purchase 35,937 70.7934 USD
USD 0.00001 Class A common Purchase 1,039,850 70.8000 USD
USD 0.00001 Class A common Sale 6 70.8101 USD
USD 0.00001 Class A common Sale 40 70.7900 USD
USD 0.00001 Class A common Sale 78 70.7101 USD
USD 0.00001 Class A common Sale 100 70.1000 USD
USD 0.00001 Class A common Sale 100 70.2400 USD
USD 0.00001 Class A common Sale 101 71.0201 USD
USD 0.00001 Class A common Sale 198 70.8647 USD
USD 0.00001 Class A common Sale 199 70.1998 USD
USD 0.00001 Class A common Sale 200 70.8050 USD
USD 0.00001 Class A common Sale 200 70.9650 USD
USD 0.00001 Class A common Sale 300 70.3400 USD
USD 0.00001 Class A common Sale 300 70.4616 USD
USD 0.00001 Class A common Sale 300 70.7100 USD
USD 0.00001 Class A common Sale 301 70.9796 USD
USD 0.00001 Class A common Sale 484 70.6947 USD
USD 0.00001 Class A common Sale 503 70.7197 USD
USD 0.00001 Class A common Sale 700 70.7207 USD
USD 0.00001 Class A common Sale 800 70.6468 USD
USD 0.00001 Class A common Sale 999 70.6686 USD
USD 0.00001 Class A common Sale 1,300 70.8384 USD
USD 0.00001 Class A common Sale 1,600 70.6500 USD
USD 0.00001 Class A common Sale 1,963 70.7202 USD
USD 0.00001 Class A common Sale 2,075 70.7462 USD
USD 0.00001 Class A common Sale 2,100 70.8152 USD
USD 0.00001 Class A common Sale 2,200 70.5234 USD
USD 0.00001 Class A common Sale 4,300 70.6309 USD
USD 0.00001 Class A common Sale 5,600 70.7162 USD
USD 0.00001 Class A common Sale 6,173 70.3803 USD
USD 0.00001 Class A common Sale 6,600 70.6703 USD
USD 0.00001 Class A common Sale 6,713 70.6117 USD
USD 0.00001 Class A common Sale 6,900 70.6150 USD
USD 0.00001 Class A common Sale 7,400 70.8237 USD
USD 0.00001 Class A common Sale 8,500 70.7067 USD
USD 0.00001 Class A common Sale 12,664 70.4704 USD
USD 0.00001 Class A common Sale 14,300 70.7390 USD
USD 0.00001 Class A common Sale 56,923 70.7742 USD
USD 0.00001 Class A common Sale 1,039,850 70.8000 USD

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security   Purchases/ sales   Total number of securities   Highest price per unit paid/received   Lowest price per unit paid/received

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class   Product   Writing,   Number   Exercise   Type   Expiry   Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
      relates        
USD 0.00001 Class A common Call Options Selling 1,200 75 USD American 16 Feb 2018 1.4333 USD

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)   YES
Supplemental Form 8 (SBL) NO
Date of disclosure: 21 Nov 2017
Contact name: Jay Supaya
Telephone number: 020 7773 0635

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of the person whose positions/dealings   Barclays PLC.
are being disclosed:  
Name of offeror/offeree in relation to whose VANTIV INC
relevant securities this from relates:  

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
USD 0.00001 Class A common Call Options Written -300 60.0000 American 18 May 2018
USD 0.00001 Class A common Put Options Written 200 70.0000 American 18 May 2018
USD 0.00001 Class A common Put Options Purchased -100 50.0000 American 18 May 2018
USD 0.00001 Class A common Call Options Purchased 2,000 60.0000 American 16 Feb 2018
USD 0.00001 Class A common Put Options Purchased -400 75.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -15,000 75.0000 American 15 Dec 2017
USD 0.00001 Class A common Put Options Purchased -100 35.0000 American 16 Feb 2018
USD 0.00001 Class A common Put Options Purchased -200 65.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -200 85.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -700 70.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -3,900 70.0000 American 15 Dec 2017
USD 0.00001 Class A common Call Options Written -6,400 75.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -15,500 70.0000 American 18 May 2018
USD 0.00001 Class A common Put Options Written 400 70.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -500 105.0000 American 18 Jan 2019
USD 0.00001 Class A common Call Options Purchased 600 65.0000 American 16 Feb 2018
USD 0.00001 Class A common Call Options Written -100 50.0000 American 16 Feb 2018
USD 0.00001 Class A common Put Options Purchased -2,000 45.0000 American 16 Feb 2018

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Copyright Business Wire 2017

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