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

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

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

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:		01 August 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?

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	1p ordinary
	Â			Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		16,967,891		1.86%		3,344,493		0.37%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				2,725,704		0.30%		16,222,204		1.78%
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:		19,693,595		2.16%		19,566,697		2.15%

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	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		122,770		3.0166 GBP		2.9799 GBP
1p ordinary		Sale		145,613		2.9964 GBP		2.972 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		244		2.9875 GBP
1p ordinary		CFD		Long		464		2.9874 GBP
1p ordinary		SWAP		Long		1,340		2.9934 GBP
1p ordinary		CFD		Long		1,412		2.9867 GBP
1p ordinary		SWAP		Long		1,869		2.9812 GBP
1p ordinary		CFD		Long		2,099		2.9777 GBP
1p ordinary		CFD		Long		2,414		2.9798 GBP
1p ordinary		SWAP		Long		17,022		2.9966 GBP
1p ordinary		SWAP		Long		25,375		2.9909 GBP
1p ordinary		CFD		Long		48,769		2.9821 GBP
1p ordinary		CFD		Short		100		2.9813 GBP
1p ordinary		SWAP		Short		100		3.0020 GBP
1p ordinary		CFD		Short		100		3.0043 GBP
1p ordinary		CFD		Short		100		3.0063 GBP
1p ordinary		CFD		Short		100		3.0103 GBP
1p ordinary		CFD		Short		100		3.0113 GBP
1p ordinary		CFD		Short		200		3.0073 GBP
1p ordinary		CFD		Short		500		2.9712 GBP
1p ordinary		CFD		Short		500		2.9722 GBP
1p ordinary		CFD		Short		500		2.9772 GBP
1p ordinary		CFD		Short		500		2.9790 GBP
1p ordinary		CFD		Short		500		2.9792 GBP
1p ordinary		CFD		Short		500		2.9822 GBP
1p ordinary		SWAP		Short		768		2.9872 GBP
1p ordinary		CFD		Short		800		3.0083 GBP
1p ordinary		CFD		Short		1,000		2.9732 GBP
1p ordinary		CFD		Short		1,000		2.9802 GBP
1p ordinary		CFD		Short		1,000		2.9842 GBP
1p ordinary		CFD		Short		1,000		2.9892 GBP
1p ordinary		CFD		Short		1,500		2.9742 GBP
1p ordinary		CFD		Short		1,500		2.9752 GBP
1p ordinary		CFD		Short		2,000		2.9782 GBP
1p ordinary		CFD		Short		2,774		2.9919 GBP
1p ordinary		SWAP		Short		4,698		2.9873 GBP
1p ordinary		SWAP		Short		5,296		2.9989 GBP
1p ordinary		CFD		Short		8,544		2.9882 GBP
1p ordinary		SWAP		Short		15,100		2.9858 GBP
1p ordinary		CFD		Short		31,289		2.9883 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:		2 Aug 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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