IWG : Form 8 (OPD) - IWG plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Full name of discloser:	IWG PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	IWG PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	9 JANUARY 2018
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state 'N/A'	N/A

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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(c), 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

Class of relevant security:	Ordinary shares of 1p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

IWG plc ordinary shares held by directors of IWG plc Name of director Number of IWG plc ordinary shares held Percentage of total issued share capital (excluding treasury shares) (%) Dominik de Daniel* 422,589 0.05% Mark Dixon** 230,856,675 25.36% Nina Henderson*** 30,800 0.003% Francois Pauly**** 100,000 0.01% Douglas Sutherland***** 400,000 0.04% * The shares are held by nominees appointed by Credit Suisse and Swissquote as nominee for Dominik de Daniel. ** The shares are held by Goldman Sachs Securities (Nominees) Ltd (UK) (as to 62,113,249 shares), Lynchwood Nominees Limited (as to 22,700,000 shares), Chase Nominees Limited (as to 63,000,000 shares) and Vidacos Nominees Limited (as to 83,043,426 shares), in each case as nominee for Estorn Limited (of which Mark Dixon directly owns 100 per cent. of the shares). *** The shares are held by nominees appointed by Fidelity Investments as nominee for the Mary R Henderson Revocable Trust (the trustee, settlor, protector and beneficiary of which is Nina Henderson). **** The shares are held by nominees appointed by Banque Raiffeisen Luxembourgas nominee for Francois Pauly. ***** The shares are held by nominees appointed by CBP Quilvest Luxembourg as nominee for Nicola Heijl Sutherland (who is the spouse of Douglas Sutherland). Options held by directors of IWG plc in IWG plc ordinary shares Dominik de Daniel Name Grant Date Number of IWG plc ordinary shares in respect of which options granted Exercise price Exercise Period DSBP 1 March 2017 179,456 Nil cost option 1 March 2020 to 1 March 2027 One-off award 2 November 2015 328,751 Nil cost option 2 November 2020 to 2 November 2025 PSP 3 March 2016 and 1 March 2017 997,967 Nil cost option 3 March 2021 to 3 March 2026, and 1 March 2022 to 1 March 2027 Mark Dixon Name Grant Date Number of IWG plc ordinary shares in respect of which options granted Exercise price Exercise Period CIP (investment share awards) 4 March 2015 132,326 Nil cost option 4 March 2018 to 4 March 2025 CIP (matching share awards) 6 March 2013, 5 March 2014 and 4 March 2015 1,055,553 Nil cost option 6 March 2018 to 6 March 2023, 5 March 2019 to 5 March 2024, and 4 March 2020 to 4 March 2025 DSBP 1 March 2017 204,208 Nil cost option 1 March 2020 to 1 March 2027 PSP 3 March 2016 and 1 March 2017 1,135,618 Nil cost option 3 March 2021 to 3 March 2026, and 1 March 2022 to 1 March 2027 Interests of connected advisers JPMorgan Chase Bank, N.A. (Custody) Number of IWG plc ordinary shares held Percentage of total issued share capital (excluding treasury shares) (%) 1 (Equity Long) -

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	10 JANUARY 2018
Contact name:	TIM REGAN
Telephone number:	+ 41 (0) 41 723 2353

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 atwww.thetakeoverpanel.org.uk.