AMENDMENT Section (2b)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:

Morgan Stanley Capital Services LLC

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Worldpay Group plc

(c) Name of the party to the offer with which exempt principal trader is connected:

Vantiv, Inc. and Vantiv UK Limited

(d) Date dealing undertaken:

21 SEPTEMBER 2017

(e)Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

Yes

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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

Class of relevant security

Purchases/sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/A

N/A

N/A

N/A

N/A

(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

3p ordinary

CFD

LONG

7,324

4.0710 GBP

3p ordinary

CFD

LONG

34,676

4.0769 GBP

3p ordinary

CFD

LONG

2,678

4.0772 GBP

3p ordinary

CFD

LONG

4,659

4.0779 GBP

3p ordinary

CFD

LONG

11,987

4.0795 GBP

3p ordinary

CFD

LONG

750

4.0806 GBP

3p ordinary

CFD

LONG

6,059

4.0832 GBP

3p ordinary

CFD

LONG

98,096

4.0969 GBP

3p ordinary

CFD

LONG

3,800

4.0971 GBP

3p ordinary

CFD

LONG

6,542

4.0990 GBP

3p ordinary

CFD

LONG

26,843

4.0990 GBP

3p ordinary

CFD

LONG

6,669

4.0990 GBP

3p ordinary

CFD

LONG

9,384

4.1012 GBP

3p ordinary

CFD

LONG

4,007

4.1104 GBP

3p ordinary

CFD

SHORT

6,540

4.0751 GBP

3p ordinary

CFD

SHORT

5,596

4.0755 GBP

3p ordinary

CFD

SHORT

2,649

4.0763 GBP

3p ordinary

CFD

SHORT

2,215

4.0773 GBP

3p ordinary

CFD

SHORT

1,356

4.0790 GBP

3p ordinary

CFD

SHORT

1,100

4.0925 GBP

3p ordinary

CFD

SHORT

80,922

4.1135 GBP

3p ordinary

CFD

LONG

166

4.1140 GBP

3p ordinary

CFD

LONG

136

4.1140 GBP

3p ordinary

CFD

SHORT

77,001

4.0850 GBP

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

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Typee.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercise

Class of relevant security

Product descriptione.g. call option

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

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

Class of relevant security

Nature of dealinge.g. subscription, conversion

Details

Price per unit (if applicable)

N/A

N/A

N/A

N/A

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

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

3. 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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

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 exempt principal trader 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

Date of disclosure:

25 SEPTEMBER 2017

Contact name:

Craig Horsley

Telephone number:

+44(141) 245 7736

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. 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 atwww.thetakeoverpanel.org.uk.

Worldpay Group plc published this content on 25 September 2017 and is solely responsible for the information contained herein.
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