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APPENDIX 3
DISCLOSURE FORMS
FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
| Name of person dealing (Note 1) | John Haley |
| Company dealt in | Willis Towers Watson plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Ordinary Shares of $0.000304635 each |
| Date of dealing | 12 January 2021 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
|
| Long | Short | ||||
|
| Number |
| (%) | Number |
| (%) |
| (1) Relevant securities | Ordinary Shares: 124,927 (0.097%)
|
| ||||
| (2) Derivatives (other than options)
| N/A
|
| ||||
| (3) Options and agreements to purchase/sell | Restricted share units ("RSUs") pursuant to Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees: 109,649 (0.085%)
|
| ||||
| Total | 234,576 (0.182%) |
| ||||
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: | Long | Short |
| ||||
|
| Number |
| (%) | Number |
| (%) | |
| (1) Relevant securities | N/A |
|
| ||||
|
(2) Derivatives (other than options) | N/A |
|
| ||||
|
(3) Options and agreements to purchase/sell | Options: 150,235 (0.116%)
Vested WTW Shares that will settle upon termination of service: 274,134 (0.213%)
2020 long-term incentive performance based RSU award (unearned): 47,374 (0.037%)
2019 long term- incentive performance based RSU award (unearned): 53,996 (0.042%)
Dividend equivalent rights accrued on ordinary shares earned under performance based RSU award: 6,613 (0.005%)
RSUs under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees: 13,560 (0.011%)
|
|
| ||||
| Total | 545,912 (0.423%) |
|
| ||||
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3. DEALINGS (Note 4)
(a) Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
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(b) Derivatives transactions (other than options transactions)
| Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
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(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
| Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| RSUs pursuant to a deferral under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees | Accrual of RSUs | 90 | N/A | N/A | N/A | $199.95 |
| RSUs pursuant to an allocation under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees | Accrual of RSUs | 52 | N/A | N/A | N/A | $0 |
(ii) Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
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(d) Other dealings (including transactions in respect of new securities) (Note 4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
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4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and
any other person relating to the voting rights of any relevant securities under any option referred to
on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to
which any derivative referred to on this form is referenced. If none, this should be stated.
N/A
Is a Supplemental Form 8 attached? (Note 9) NO
| Date of disclosure | 19 January 2021 |
| Contact name | Cindy Hanna |
| Telephone number | +1 (212) 915-7994 |
| Name of offeree/offeror with which acting in concert | Willis Towers Watson plc |
| Specify category and nature of acting in concert status | Director |
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