15th May 2018 10:39
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) Name of exempt principal trader: | UBS Investment Bank, London |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | IWG plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | Starwood Capital European Operations Limited |
(d) Date position held/dealing undertaken: For an open position disclosure, state the latest practicable date prior to the disclosure | 14 May 2018 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
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:
| ||||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 125000 | 0.01% | 0 | 0.00% |
(2) Cash-settled derivatives:
| 0 | 0.00% | 0 | 0.00% |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00% | 0 | 0.00% |
TOTAL: | 125000 | 0.01% | 0 | 0.00% |
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: | |
Details, including nature of the rights concerned and relevant percentages: |
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 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 | Purchase/sale
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
1p ordinary | Buy
| 887 | 3.06750 GBP | |
1p ordinary | Buy
| 10014 | 3.06900 GBP | |
1p ordinary | Buy
| 12982 | 3.07000 GBP | |
1p ordinary | Buy
| 1574 | 3.07600 GBP | |
1p ordinary | Buy
| 837 | 3.08900 GBP | |
1p ordinary | Buy
| 900 | 3.09000 GBP | |
1p ordinary | Buy
| 4943 | 3.09300 GBP | |
1p ordinary | Buy
| 1964 | 3.09400 GBP | |
1p ordinary | Buy
| 1301 | 3.09500 GBP | |
1p ordinary | Buy
| 1788 | 3.09550 GBP | |
1p ordinary | Buy
| 2891 | 3.09600 GBP | |
1p ordinary | Buy
| 6414 | 3.09700 GBP | |
1p ordinary | Buy
| 3962 | 3.09800 GBP | |
1p ordinary | Sell
| 2628 | 3.00000 GBP | |
1p ordinary | Sell
| 919 | 3.00100 GBP | |
1p ordinary | Sell
| 129 | 3.00200 GBP | |
1p ordinary | Sell
| 2525 | 3.00300 GBP | |
1p ordinary | Sell
| 1703 | 3.00400 GBP | |
1p ordinary | Sell
| 846 | 3.00600 GBP | |
1p ordinary | Sell
| 325 | 3.00800 GBP | |
1p ordinary | Sell
| 1808 | 3.00900 GBP | |
1p ordinary | Sell
| 11032 | 3.01000 GBP | |
1p ordinary | Sell
| 2607 | 3.01200 GBP | |
1p ordinary | Sell
| 935 | 3.01500 GBP | |
1p ordinary | Sell
| 50000 | 3.02000 GBP | |
1p ordinary | Sell
| 12969 | 3.05000 GBP | |
1p ordinary | Sell
| 1048 | 3.05050 GBP | |
1p ordinary | Sell
| 2204 | 3.05100 GBP | |
1p ordinary | Sell
| 1329 | 3.05150 GBP | |
1p ordinary | Sell
| 5423 | 3.05500 GBP | |
1p ordinary | Sell
| 20987 | 3.05550 GBP | |
1p ordinary | Sell
| 6040 | 3.05600 GBP | |
TOTAL BUY :
| 50457 | |||
TOTAL SALE :
| 125457 |
(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 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 | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(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 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? | YES/NO |
| Date of disclosure: | 15 May 2018 |
| Contact name: | Wendy Dent |
| Telephone number: | +44 (0)207 568 1245 |
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 at [email protected]
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.
Related Shares:
IWG