IWG International Workplace : Form 8.5 (EPT/RI) - Replacement of IWG plc

AMENDMENT Section (2a & 2b)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:	Morgan Stanley & Co. International plc
(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 dealing undertaken:	03 AUGUST 2018
(e)Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	No

2. DEALINGS 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	Purchases/sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
1p ordinary	PURCHASES	223,739	3.0850 GBP	2.9870 GBP
1p ordinary	SALES	1,267,649	3.0850 GBP	2.9860 GBP

(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
1p ordinary	CFD	LONG	495	3.0000 GBP
1p ordinary	CFD	LONG	8,851	3.0000 GBP
1p ordinary	CFD	LONG	13,300	3.0228 GBP
1p ordinary	CFD	LONG	2,206	3.0239 GBP
1p ordinary	CFD	LONG	2,432	3.0329 GBP
1p ordinary	CFD	LONG	77,000	3.0361 GBP
1p ordinary	CFD	LONG	75	3.0400 GBP
1p ordinary	CFD	LONG	147	3.0514 GBP
1p ordinary	CFD	LONG	17,879	3.0573 GBP
1p ordinary	CFD	LONG	5,328	3.0574 GBP
1p ordinary	CFD	SHORT	27,072	3.0000 GBP
1p ordinary	CFD	SHORT	3,908	3.0000 GBP
1p ordinary	CFD	SHORT	222	3.0230 GBP
1p ordinary	CFD	SHORT	19,929	3.0263 GBP
1p ordinary	CFD	SHORT	83,264	3.0315 GBP
1p ordinary	CFD	SHORT	3,159	3.0336 GBP
1p ordinary	CFD	SHORT	3,625	3.0340 GBP
1p ordinary	CFD	SHORT	256	3.0340 GBP
1p ordinary	CFD	SHORT	157	3.0343 GBP
1p ordinary	CFD	SHORT	206	3.0343 GBP
1p ordinary	CFD	SHORT	3,087	3.0343 GBP
1p ordinary	CFD	SHORT	4,989	3.0351 GBP
1p ordinary	CFD	SHORT	7,658	3.0352 GBP
1p ordinary	CFD	SHORT	2,462	3.0527 GBP
1p ordinary	CFD	SHORT	2	3.0542 GBP
1p ordinary	CFD	SHORT	625	3.0542 GBP
1p ordinary	CFD	SHORT	159	3.0542 GBP
1p ordinary	CFD	LONG	825,000	3.0000 GBP
1p ordinary	CFD	LONG	250,000	3.0285 GBP

(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	Typee.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product descriptione.g. call option	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A

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

Class of relevant security	Nature of dealinge.g. subscription, conversion	Details	Price per unit (if applicable)
N/A	N/A	N/A	N/A

The currency of all prices and other monetary amounts should be stated.

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.

3. 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: 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

Date of disclosure:	07 AUGUST 2018
Contact name:	Craig Horsley
Telephone number:	[phone]

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 [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.