TIDM0Y4Q

RNS Number : 1186D

Willis Towers Watson PLC

23 October 2020

Ap9

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       John Haley 
  (Note 1) 
 Company dealt in             Willis Towers Watson plc 
                             ================================ 
 Class of relevant security   Ordinary Shares of $0.000304635 
  to which the dealings        each 
  being disclosed relate 
  (Note 2) 
                             ================================ 
 Date of dealing              15 October 2020 
                             ================================ 
 
   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        Ordinary Shares: 124,927 
  securities          (0.097%) 
                     ===================================  =================== 
 (2) Derivatives                  N/A 
  (other than 
  options) 
                     ===================================  =================== 
 (3) Options         Restricted share units ("RSUs") 
  and agreements      pursuant to Willis Towers 
  to purchase/sell    Watson Non-Qualified Deferred 
                      Savings Plan for U.S. Employees: 
                      109,506 (0.085%) 
                      RSU's under the Willis Towers 
                      Watson Non-Qualified Stable 
                      Value Excess Plan for U.S. 
                      Employees: 13,263 (0.010%) 
                      Dividend equivalent rights 
                      accrued on ordinary shares 
                      earned under performance 
                      based RSU award: 6,613 (0.005%) 
                     ===================================  =================== 
 Total               254,309 (0.197%) 
                     ===================================  =================== 
 
 

(b) Interests and short positions in relevant securities of the company, other than the class dealt

  in   (Note   3) 
 
 Class of relevant                                  Long                      Short 
  security: 
                                                                                     ==== 
                                  Number               (%)         Number             (%) 
                                 ===================  ==========  =================  ==== 
 (1) Relevant securities         N/A 
                                 ===============================  ================= 
                                 N/A 
   (2) Derivatives 
   (other than options) 
                                 ===============================  ================= 
                                 Options: 150,235 (0.117%) 
   (3) Options and                Vested WTW Shares that 
   agreements to purchase/sell    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%) 
                                 ===============================  ================= 
 Total                           525,739 (0.408%) 
                                 ===============================  ================= 
 
 

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   3.       DEALINGS  (Note   4) 
   (a)      Purchases and sales 
 
 Purchase/sale         Number of relevant securities       Price per unit 
                                                            (Note 5) 
 
 
 
   (b)      Derivatives transactions (other than options transactions) 
 
 Product     Nature of transaction   Number of relevant   Price per 
  name,       (Note 6)                securities           unit 
  e.g. CFD                            (Note 7)             (Note 5) 
 
 
 
   (c)      Options transactions in respect of existing relevant securities 
   (i)       Writing,  selling, purchasing or varying 
 
 Product name,         Writing,        Number of        Exercise   Type,            Expiry   Option 
  e.g. call             selling,        securities       price      e.g. American,   date     money paid/received 
  option                purchasing,     to which                    European                  per unit 
                        varying         the option                  etc.                      (Note 5) 
                        etc.            relates (Note 
                                        7) 
RSUs pursuant 
 to Willis 
 Towers Watson 
 Non-Qualified        Accrual 
 Deferred Savings      pursuant 
 Plan for U.S.         to dividend 
 Employees             allocations          342           N/A           N/A          N/A             $0 
                      ==============  ===============  =========  ================  ======  ===================== 
RSUs under 
 the Willis 
 Towers Watson 
 Non-Qualified        Accrual 
 Stable Value          pursuant 
 Excess Plan           to dividend 
 for U.S. Employees    allocations          41            N/A           N/A          N/A             $0 
                      ==============  ===============  =========  ================  ======  ===================== 
Dividend equivalent 
 rights accrued 
 on ordinary 
 shares earned        Accrual 
 under performance-    of dividend 
 based RSU             equivalent 
 award                 rights               878           N/A           N/A          N/A             $0 
                      ==============  ===============  =========  ================  ======  ===================== 
 
   (ii)      Exercising 
 
 Product name,         Number of securities       Exercise price 
  e.g. call                                        per unit (Note 
  option                                           5) 
 
 

(d) Other dealings (including transactions in respect of new securities) (Note 4)

 
 Nature of transaction         Details       Price per unit 
  (Note 8)                                    (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               22 October 2020 
 Contact name                     Cindy Hanna 
                                 ========================= 
 Telephone number                 +1 (212) 915-7994 
                                 ========================= 
 Name of offeree/offeror          Willis Towers Watson plc 
  with which acting in concert 
                                 ========================= 
 Specify category and nature      Director 
  of acting in concert status 
                                 ========================= 
 

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October 23, 2020 13:00 ET (17:00 GMT)

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