NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
October 30, 2020
Willis Towers Watson plc ("WTW")
Rule 2.10 Announcement
In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), WTW confirms that, as of the close of business on October 26, 2020, WTW's issued share capital, excluding treasury shares, consisted of 128,905,424 ordinary shares with a nominal value of $0.000304635 per share (each a "WTW Share"). The International Securities Identification Number of the WTW Shares is IE00BDB6Q211.
WTW confirms that, as of the close of business on October 26, 2020, there were
1,763,161
outstanding awards of WTW Shares ("WTW Share Awards") and 427,680 outstanding options to purchase WTW Shares ("WTW Options"). Upon vesting and assuming the maximum entitlement is received pursuant to its terms, each WTW Share Award entitles the holder thereof to receive one WTW Share and each WTW Option entitles the holder to purchase one WTW Share at the applicable exercise price.
About WTW
The WTW group is a leading global advisory, broking and solutions company that designs and delivers solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. The WTW group has more than 45,000 employees and services clients in more than 140 countries. For more information about the WTW group, see www.willistowerswatson.com.
Enquiries
WTW Investor Relations
Investor Relations +1 215 246 3961
Investor_Relations@willistowerswatson.com
Statement Required by the Irish Takeover Rules
The directors of WTW accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if, during an "offer period," any person is, or becomes "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aon or WTW, all "dealings" in any "relevant securities" of Aon or WTW (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3.30pm (Eastern time) in respect of the relevant securities of Aon and WTW on the business day following the date of the relevant transaction. The requirement will continue until this offer period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Aon or WTW, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. Under Rule 8.1 of the Irish Takeover Rules, all dealings in relevant securities of WTW by Aon, or relevant securities of Aon by WTW, or by any party acting in concert with either of them must also be disclosed by no later than 12 noon (Eastern time) in respect of the relevant securities of Aon and WTW on the business day following the date of the relevant transaction. Interests in securities arise, in summary, when a person has a long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms used in this paragraph should be read in light of the meanings given to those terms in the Irish Takeover Rules. If you are in any doubt as to whether or not you are required to disclose dealings under Rule 8 of the Irish Takeover Rules, consult with the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by telephone on +353 1 678 9020.
