Form 8.5 (EPT/NON-RI) - IWG PLC AMENDMENT

Form 8.5 (EPT/NON-RI) - IWG PLC AMENDMENT

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) AMENDMENT TO PURCHASES + SALES

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)	Â	Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose		IWG PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		Terra Firma Investments Limited
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		12 July 2018
(e)		In addition to the company in 1(b) above, is the exempt principal		NO
Â		trader making disclosures in respect of any other party to the offer?		Â

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 (if any)

Class of relevant security:	Â	Â	Â	1p ordinary	Â	Â	Â	Â	Â	Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		18,368,949		2.01%		4,234,712		0.46%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				3,089,099		0.34%		15,748,209		1.73%
Â		Â		Â		Â		Â		Â
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
(4)
		TOTAL:		21,458,048		2.35%		19,982,921		2.19%

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).

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

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

3. DEALINGS (IF ANY) 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 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

Class of relevant	Â	Purchase/sale	Â	Total number of	Â	Highest price per unit	Â	Lowest price per unit
security		Â		securities		paid/received		paid/received
1p ordinary		Purchase		2,988,410		3.0620 GBP		2.9657 GBP
1p ordinary		Sale		573,016		3.0620 GBP		2.966 GBP

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
1p ordinary		CFD		Long		334		3.0102 GBP
1p ordinary		SWAP		Long		1,000		3.0479 GBP
1p ordinary		SWAP		Long		1,239		3.0497 GBP
1p ordinary		SWAP		Long		4,995		3.0525 GBP
1p ordinary		SWAP		Long		6,243		3.0462 GBP
1p ordinary		CFD		Long		12,431		2.9873 GBP
1p ordinary		CFD		Long		19,022		3.0496 GBP
1p ordinary		SWAP		Long		24,623		3.0387 GBP
1p ordinary		CFD		Long		77,828		2.9901 GBP
1p ordinary		CFD		Short		1,257		2.9891 GBP
1p ordinary		CFD		Short		4,139		3.0305 GBP
1p ordinary		CFD		Short		4,246		3.0095 GBP
1p ordinary		CFD		Short		6,279		3.0455 GBP
1p ordinary		SWAP		Short		9,694		2.9677 GBP
1p ordinary		SWAP		Short		22,600		3.0102 GBP
1p ordinary		SWAP		Short		25,705		3.0433 GBP
1p ordinary		SWAP		Short		55,220		3.0235 GBP
1p ordinary		CFD		Short		70,068		2.9662 GBP
1p ordinary		SWAP Expires 16/07/2020		Short		150,000		3.0126 GBP
1p ordinary		SWAP		Short		154,965		2.9957 GBP
1p ordinary		SWAP		Short		266,021		2.9761 GBP
1p ordinary		SWAP Expires 16/07/2020		Short		300,000		3.0106 GBP
1p ordinary		SWAP Expires 16/07/2020		Short		377,000		3.0315 GBP

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

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Â

Product description e.g. call option

Â

Exercising/ exercised against

Â

Number of securities

Â

Exercise price per unit

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

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

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

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?	Â	NO
Date of disclosure:		16 Jul 2018
Contact name:		Large Holdings Regulatory Operations
Telephone number:		020 3134 7213

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 disclosure requirements on [phone].

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

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