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 SALES AND PURCHASES

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:		11 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	1p ordinary
	Â			Interests			Â	Short Positions
Â		Â		Number	Â	(%)		Number	Â	(%)
(1)		Relevant securities owned
		and/or controlled:		17,104,289		1.89%		4,006,453		0.44%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				3,065,473		0.34%		14,921,209		1.64%
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
											Â
		TOTAL:		20,169,762		2.23%		18,927,662		2.08%

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		2,042,082		3.0670 GBP		3.042 GBP
1p ordinary		Sale		933,450		3.0670 GBP		3.042 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		177		3.0545 GBP
1p ordinary		CFD		Long		225		3.0546 GBP
1p ordinary		SWAP		Long		3,729		3.0553 GBP
1p ordinary		SWAP		Long		4,410		3.0749 GBP
1p ordinary		SWAP		Long		6,867		3.0538 GBP
1p ordinary		SWAP		Long		7,080		3.0536 GBP
1p ordinary		SWAP		Long		85,530		3.0549 GBP
1p ordinary		SWAP		Long		664,761		3.0503 GBP
1p ordinary		CFD		Short		4		3.0525 GBP
1p ordinary		CFD		Short		8		3.0500 GBP
1p ordinary		SWAP		Short		300		3.0510 GBP
1p ordinary		CFD		Short		788		3.0502 GBP
1p ordinary		SWAP		Short		4,410		3.0566 GBP
1p ordinary		CFD		Short		8,212		3.0470 GBP
1p ordinary		SWAP		Short		8,700		3.0513 GBP
1p ordinary		CFD		Short		15,392		3.0652 GBP
1p ordinary		SWAP		Short		20,400		3.0543 GBP
1p ordinary		CFD		Short		41,966		3.0512 GBP
1p ordinary		SWAP		Short		95,178		3.0504 GBP
1p ordinary		SWAP		Short		136,020		3.0501 GBP
1p ordinary		SWAP		Short		150,879		3.0538 GBP
1p ordinary		SWAP Expires 13/07/2020		Short		250,000		3.0568 GBP
1p ordinary		SWAP		Short		392,058		3.0555 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:		18 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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