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:

Hogg Robinson Group plc (the 'Offeree')

(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.

The persons/entities listed in section 3 below

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Hogg Robinson Group plc

(d) Is the discloser the offeror or the offeree?

Offeree

(e) Date position held:

The latest practicable date prior to the disclosure

14 February 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 £0.01 each (ISIN: (GB00B1CM8S45)

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

TOTAL:

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:

(a) Interests in the Offeree's ordinary shares beneficially held by directors of the Offeree

Class of relevant security:

Ordinary shares of £0.01 each (ISIN: GB00B1CM8S45)

Name

Number

%

Nigel Northridge

100,000

0.03

David Radcliffe(1)

3,253,807

0.99

Michele Maher(2)

99,396

0.03

William Brindle(3)

522,373

0.16

Paul Williams

185,000

0.06

Mark Whiteling(4)

125,000

0.04

John Krumins

20,000

0.01

Ashley Hubka

50,000

0.02

(1) Includes interests held by Mr Radcliffe's wife for herself.

(2) Includes interests held by Ms. Maher's husband for himself.

(3) Includes interests held by Mr Brindle's wife for herself.

(4) Includes interests held by Interactive Investor Limited on behalf of Mr Whiteling.

Total

4,355,576

1.33

(b) Interests in the Offeree's ordinary shares held by directors of the Offeree pursuant to the Offeree's performance share plan ('PSP'), company share option scheme ('CSOP'), and Sharesave Scheme ('SAYE).

Class of relevant security:

Ordinary shares of £0.01 each (ISIN: GB00B1CM8S45)

Name

Maximum number

Date of grant

Vesting date

Exercise price per share

David Radcliffe (FY12 CSOP awards)

189,277

27 May 2011

27 May 2014(1)

£0.575

David Radcliffe (FY16 PSP awards)

795,174

21 May 2015

21 May 2018(2)

-

David Radcliffe (FY17 PSP)

633,287

25 May 2016

25 May 2019(2)

-

David Radcliffe (FY18 PSP)

636,725

26 May 2017

26 May 2020(2)

-

David Radcliffe (FY18 SAYE)

33,707

1 October 2017

1 October 2020

£0.534

Michele Maher (FY16 PSP)

21,811

21 May 2015

21 May 2018(2)

-

Michele Maher (FY16 PSP)

306,667

26 November 2015

26 November 2018(2)

-

Michele Maher

(FY17 PSP)

333,333

25 May 2016

25 May 2019(2)

-

Michele Maher

(FY18 PSP)

364,286

26 May 2017

26 May 2020 (2)

-

Michele Maher

(FY14 SAYE)

28,409

1 October 2013

1 October 2018

£0.582

Michele Maher

(FY15 SAYE)

15,570

1 October 2014

1 October 2017(3)

£0.578

Michele Maher

(FY18 SAYE)

16,853

1 October 2017

1 October 2020

£0.534

William Brindle

(FY12 CSOP)

81,420

27 May 2011

27 May 2014(1)

£0.575

William Brindle (FY16 PSP)

433,752

21 May 2015

21 May 2018(2)

-

William Brindle

(FY17 PSP)

391,304

25 May 2016

25 May 2019(2)

-

William Brindle

(FY18 PSP)

393,429

26 May 2017

26 May 2020(2)

-

(1) Vested but not exercised.

(2) Unvested and subject to performance conditions.

(3) Vested but unexercised due to closed period.

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:

15 February 2018

Contact name:

Keith Burgess - Company Secretary

Telephone number:

+44 (0) 1256 312613 (direct line)

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 +44 (0)20 7638 0129.

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

Hogg Robinson Group plc published this content on 15 February 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 February 2018 10:05:08 UTC.

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