Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration StatementNo. 333-225742
July 25, 2018
Cushman & Wakefield plc
Concurrent Private Placement
Vanke Service (HongKong) Co., Limited (“Vanke Service”), has agreed to purchase in a private placement from Cushman & Wakefield plc (“we”, “us” or “our”) an aggregate number of ordinary shares that will represent ownership of 4.9% of our outstanding ordinary shares after giving effect to this initial public offering and any exercise of the underwriters’ option to purchase additional ordinary shares. Based on 45,000,000 shares offered in this transaction, we will sell 10,212,677 ordinary shares (or 10,560,469 ordinary shares if the underwriters exercise in full their option to purchase additional shares) in the private placement at a price per share equal to the initial public offering price. This private placement is conditioned upon and expected to close concurrently with this offering, with additional closings expected to occur following any closing of the underwriters’ option to purchase additional ordinary shares. The sale of these shares will not be registered under the Securities Act. This private placement, which we refer to as the “Concurrent Private Placement,” is subject to customary closing conditions, including receipt of stamp tax clearance. In connection with the Concurrent Private Placement, we agreed to enter into a Shareholder Agreement with Vanke Service containing customary standstill provisions for a period of 18 months after the closing of this initial public offering, customary transfer restrictions and alock-up restricting share sales for 12 months with respect to 50% of our shares held by Vanke Service and 18 months with respect to the remaining 50% of our shares held by Vanke Service, in each case after the closing of this initial public offering. We have also agreed to provide Vanke Service with customary piggyback and other registration rights following the foregoinglock-up period pursuant to the Registration Rights Agreement. The initial public offering is not conditioned upon the closing of the Concurrent Private Placement. In addition, we and Vanke Service plan to discuss possible opportunities related to our respective businesses in the Greater China Region.
Please refer to Amendment No. 3 to the Registration Statement on FormS-1 (FileNo. 333-225742) for additional information on the initial public offering and the Concurrent Private Placement.