As filed with the Securities and Exchange Commission on August 16, 2018

Registration No. 333-    

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CUSHMAN & WAKEFIELD plc

(Exact Name of Registrant as Specified in Its Charter)

 

England and Wales   6500   98-1193584
(State or Other Jurisdiction of
Incorporation or Organization) 		 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer
Identification Number)

125 Old Broad Street

London, United Kingdom, EC2N 1AR

Telephone: +44 20 3296 3000

(Address including zip code, telephone number, including area code, of Registrant’s Principal Executive Offices)

DTZ JERSEY HOLDINGS LIMITED MANAGEMENT EQUITY INCENTIVE PLAN

DTZ JERSEY HOLDINGS LIMITED RESTRICTED STOCK UNIT AWARD AGREEMENT

CUSHMAN & WAKEFIELD PLC 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN

CUSHMAN & WAKEFIELD PLC 2018 OMNIBUS NON-EMPLOYEE DIRECTOR SHARE AND CASH INCENTIVE PLAN

(Full Title of the Plan)

 

 

Brett Soloway

Cushman & Wakefield

225 West Wacker Drive

Chicago, Illinois 60606

Telephone: (312) 470-1800

(Name, address including zip code, telephone number, including area code, of agent for service)

 

 

copies to:

Arthur Kohn

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

  Amount to Be
Registered (1)(2) 		 

Proposed

Maximum
Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

  Amount of
Registration Fee

Ordinary shares, $0.10 nominal value

 

3,156,758 (3)

 

$10.00

 

$31,567,580 (7)

 

$3,930.16

 

1,096,658 (3)

 

$12.00

 

$13,159,896 (8)

 

$1,638.41

 

606,474 (3)

 

$17.00

 

$10,310,058 (9)

 

$1,283.60

Ordinary shares, $0.10 nominal value

 

10,492,618 (4)

 

$18.03

 

$189,181,902.54 (10)

 

$23,553.15

Ordinary shares, $0.10 nominal value

 

9,800,000 (5)

 

$18.03

 

$176,694,000 (10)

 

$21,998.40

Ordinary shares, $0.10 nominal value

 

200,000 (6)

 

$18.03

 

$3,606,000 (10)

 

$448.95

TOTAL

 

25,352,508

 

—  

 

$424,519,436.54

 

$52,852.67

 

 

 

(1)

Represents ordinary shares, nominal value $0.10 per share (the “ Ordinary Shares ”) of Cushman & Wakefield plc (the “ Registrant ”) issuable in connection with equity awards under the DTZ Jersey Holdings Limited Management Equity Incentive Plan (the “ MEIP ”), DTZ Jersey Holdings Limited Restricted Stock Unit Award agreements (the “ RSU Agreements ”), the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (the “ Management Plan ”), and the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (the “ Non-Employee Director Plan ”).

(2)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the applicable plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that increases the number of the Registrant’s outstanding Ordinary Shares.

(3)

Represents Ordinary Shares issuable in connection with non-qualified stock options (the “ Options ”) granted under the MEIP.

(4)

Represents Ordinary Shares issuable in connection with awards of restricted stock units granted pursuant to an RSU Agreement.

(5)

Represents Ordinary Shares available for future issuance under the Management Plan.

(6)

Represents Ordinary Shares available for future issuance under the Non-Employee Director Plan.

(7)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act, based upon the exercise price of $10.00 of the Options granted under the MEIP.

(8)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act, based upon the exercise price of $12.00 of the Options granted under the MEIP.

(9)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act, based upon the exercise price of $17.00 of the Options granted under the MEIP.

(10)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Ordinary Shares of the Registrant as reported on the New York Stock Exchange on August 14, 2018, which was $18.03 (the “ Reported Price ”).

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 4,859,890 Ordinary Shares of the Registrant subject to outstanding Options granted under the DTZ Jersey Holdings Limited Management Equity Incentive Plan, 10,492,618 Ordinary Shares subject to outstanding restricted stock units granted pursuant to an RSU Agreement, and 9,800,000 and 200,000 Ordinary Shares of the Registrant which may be issued under the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan and the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan, respectively.

Any shareholder who holds shares of the Registrant’s Ordinary Shares registered hereunder is a party to the Management Stockholders’ Agreement, which limits his or her ability transfer, sell, assign, pledge, hypothecate or encumber any of the Ordinary Shares then-currently owned by such shareholder, subject to certain limited exceptions, until the Management Stockholders’ Agreement terminates or the Registrant waives such restrictions.

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the recipients of the applicable awards, as required by Rule 428 under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof:

 

  1.

The Registrant’s prospectus filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, in connection with the Registrant’s Registration Statement on Form S-1 (File No. 333-225742), originally filed with the Commission on June 20, 2018, and subsequently amended (the “ 424(b) Prospectus ”);

 

  2.

The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38611), filed with the Commission on July 30, 2018; and

 

  3.

The Registrant’s current report on Form 8-K dated August 6, 2018 and filed on August 9, 2018.

 

  4.

All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant’s articles of association provide that, subject to the U.K. Companies Act 2006, we shall indemnify, out of our assets, any director of the Company or any associated company against all losses, liabilities and expenditures which he or she may sustain or incur in the execution of the duties of his or her office or otherwise in relation thereto.

The relevant provisions under the U.K. Companies Act 2006 are Sections 205, 206, 232, 233, 234, 235, 236, 237, 238 and 1157.

Section 205 provides that a company can provide a director with the funds to meet expenditures incurred or to be incurred in defending any criminal or civil proceedings or in connection with any application under sections 661(3) and 661(4) (acquisition of shares by innocent nominee) or section 1157 (described below). Such financial assistance must be repaid if the director is convicted, judgment is found against such director or the court refuses to grant the relief on the application.

Section 206 provides that a company can provide a director with the funds to meet expenditures incurred or to be incurred by him or her in defending in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to the company or an associated company.

Section 232 provides that any provision to exempt to any extent a director from liability from negligence, default, breach of duty or trust by him or her in relation to the company is void. Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of the company or an associated company against any such liability is also void unless it is a qualifying third party indemnity provision.

Section 233 permits liability insurance, commonly known as directors’ and officers’ liability insurance, purchased and maintained by a company against liability for negligence, default, breach of duty or breach of trust in relation to the company.

Pursuant to Section 234, an indemnity is a qualifying third party indemnity as long as it does not provide: (i) any indemnity against any liability incurred by the director to the company or to any associated company; (ii) any indemnity against any liability incurred by the director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; and (iii) any indemnity against any liability incurred by the director in defending criminal proceedings in which he or she is convicted, civil proceedings brought by the company or an associated company in which judgment is given against such director or where the court refuses to grant such director relief under an application under sections 661(3) and 661(4) (acquisition of shares by innocent nominee) or its power under section 1157 (described below).

Section 235 allows a company to provide an indemnity to a director if the company is a trustee of an occupational pension scheme, with such indemnity to protect against liability incurred in connection with the company’s activities as trustee of the scheme.

Any indemnity provided under Section 234 or Section 235 in force for the benefit of one or more directors of the company or an associated company must be disclosed in the directors’ annual report in accordance with Section 236 and copies of such indemnification provisions made available for inspection in accordance with Section 237 (and every shareholder has a right to inspect and request such copies under Section 238).

Section 1157 provides that in proceedings against an officer of a company for negligence, default, breach of duty or breach of trust, the court may relieve such officer from liability if it appears to the court that such officer may be liable but acted honestly and reasonably and that having regard to all the circumstances of the case, such officer ought fairly to be excused. Further, an officer who has reason to apprehend that a claim of negligence, default, breach of duty or breach of trust will or might be made against him or her, such officer may apply to the court for relief, and the court will have the same power to relieve such officer as it would if the proceedings had actually been brought.

A court has wide discretion in granting relief, and may authorize civil proceedings to be brought in the name of the company by a shareholder on terms that the court directs. Except in these limited circumstances, English law does not generally permit class action lawsuits by shareholders on behalf of the company or on behalf of other shareholders.

We expect to enter into deeds of indemnification with each of our directors and executive officers. Pursuant to these agreements, we agree to indemnify these individuals to the fullest extent permissible under English law against liabilities arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of his or her powers, duties or responsibilities as a director or officer, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also agree to use all reasonable endeavors to provide and maintain appropriate directors’ and officers’ liability insurance (including ensuring that premiums are properly paid) for their benefit for so long as any claims may lawfully be brought against them.

We have obtained and expect to continue to maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities that might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of English law.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

Exhibit

Number

  

Description

   Filed
Herewith 		 
  3.1    Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1/A filed on July 23, 2018)   
  4.1    Form of Ordinary Shares Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed on July 25, 2018)   
  4.2    DTZ Jersey Holdings Limited Management Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1/A filed on July 13, 2018)   
  4.3    Form of DTZ Jersey Holdings Limited Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.30 to the Registrant’s Registration Statement on Form S-1/A filed on July 13, 2018)   
  4.4    Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1/A filed on July 23, 2018)   
  4.5    Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1/A filed on July 23, 2018)   
  4.6    Side Letter between Brett White and Cushman & Wakefield Global, Inc., dated June 8, 2018 (incorporated by reference to Exhibit 10.41 to the Registrant’s Registration Statement on Form S-1/A filed on July 13, 2018)   
  4.7    Form of DTZ Jersey Holdings Limited Management Stockholders’ Agreement (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1/A filed on July 13, 2018)   
  5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP      x  
23.1    Consent of KPMG US LLP, Independent Registered Public Accounting Firm      x  
23.2    Consent of Ernst & Young LLP, Independent Auditors      x  
23.3    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)      x  
24.1    Powers of Attorney (included on signature page)      x  

Item 9. Undertakings.

 

  (a)

The undersigned Registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

  (2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

 

Exhibit

Number

  

Description

   Method of Filing
  3.1    Articles of Association of the Registrant    Incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1/A filed on  July 23, 2018
  4.1    Form of Ordinary Shares Certificate    Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration
Statement on Form S-1/A filed on July 25, 2018
  4.2    DTZ Jersey Holdings Limited Management Equity Incentive Plan    Incorporated by reference to Exhibit 10.26 to the
Registrant’s Registration Statement on Form S-1/A filed on July 13, 2018
  4.3    Form of DTZ Jersey Holdings Limited Restricted Stock Unit Grant Agreement    Incorporated by reference to Exhibit 10.30 to the Registrant’s
Registration Statement on Form S-1/A filed on July 13, 2018
  4.4    Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan    Incorporated by reference to Exhibit 10.24 to the Registrant’s
Registration Statement on Form S-1/A filed on July 23, 2018.
  4.5    Cushman  & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan    Incorporated by reference to Exhibit 10.25 to the Registrant’s
Registration Statement on Form S-1/A filed on July 23, 2018
  4.6    Side Letter between Brett White and Cushman & Wakefield Global, Inc., dated June 8, 2018    Incorporated by reference to Exhibit 10.41 to the Registrant’s
Registration Statement on Form S-1/A filed on July 13, 2018.
  4.7    Form of DTZ Jersey Holdings Limited Management Stockholders’ Agreement    Incorporated by reference to Exhibit 10.32 to the Registrant’s
Registration Statement on Form S-1/A filed on July 13, 2018
  5.1    Opinion of Cleary Gottlieb Steen & Hamilton LLP    Filed herewith.
23.1    Consent of KPMG US LLP, Independent Registered Public Accounting Firm    Filed herewith.
23.2    Consent of Ernst & Young LLP, Independent Auditors    Filed herewith.
23.3    Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)    Filed herewith.
24.1    Power of Attorney    Included on signature page.

S IGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 16, 2018.

 

CUSHMAN & WAKEFIELD plc
By:  

/s/ Brett White

Name:   Brett White
Title:   Director, Executive Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Cushman & Wakefield plc whose signature appears below constitutes and appoints Brett White and Duncan Palmer, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

Name

  

Title

 

Date

/s/ Brett White

Brett White

   Director, Executive Chairman and Chief
Executive Officer
(Principal Executive Officer and Authorized
Representative in the United States) 		  August 16, 2018

/s/ Duncan Palmer

Duncan Palmer

   Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer) 		  August 16, 2018

/s/ Rajeev Ruparelia

Rajeev Ruparelia

   Director   August 16, 2018

/s/ Qi Chen

Qi Chen

   Director   August 16, 2018

/s/ Lincoln Pan

Lincoln Pan

   Director   August 16, 2018

/s/ Timothy Dattels

Timothy Dattels

   Director   August 16, 2018

/s/ Jonathan Coslet

Jonathan Coslet

   Director   August 16, 2018

/s/ Billie Williamson

Billie Williamson

   Director   August 16, 2018

Exhibit 5.1

 

LOGO

16 August, 2018

Cushman & Wakefield plc

125 Old Broad Street,

London,

United Kingdom,

EC2N 1AR

Re: Cushman  & Wakefield plc Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special English counsel to Cushman & Wakefield plc, a public limited company incorporated under the laws of England and Wales (the “ Company ”), in connection with the registration of 25,352,508 ordinary shares of $0.10 each in the Company (the “ Shares ”) to be issued by the Company under the DTZ Jersey Holdings Limited Management Equity Incentive Plan, restricted stock units granted pursuant to a DTZ Jersey Holdings Limited Restricted Stock Unit Award agreement, the Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan and the Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan (collectively, the “ Plans ”).

This opinion is being furnished in connection with the registration statement (the “ Registration Statement ”) on Form S-8 to be filed by the Company today with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations promulgated thereunder (the “ Rules ”).

We understand that the Shares are not and are not intended to be admitted to trading on any market or exchange, or otherwise listed, in the United Kingdom.

In arriving at the opinions expressed below, we have reviewed the following documents:

 

  (a)

the Registration Statement;

 

  (b)

the board resolutions passed at the meeting of the Company’s Board of Directors held on 19 June, 2018, and written resolutions of the Company passed on 10 July, 2018 and 18 July, 2018 (together the “ Board Resolutions ”);

 

  (c)

the shareholder resolutions of the Company on 19 June, 2018, 11 July 2018 and 18 July, 2018 (the “ Shareholder Resolutions ”, and together with the Board Resolutions, the “ Corporate Approvals ”);

  (d)

the certificate of incorporation dated 13 June 2018, the certificate of incorporation on change of name and re-registration of a private company as a public company dated 19 July 2018, and the Memorandum and Articles of Association of the Company adopted on 19 July 2018 (the “ Articles ”); and

 

  (e)

the register of members of the Company as of 9 August 2018 (the “ Register ”).

In addition, we have reviewed the originals, or copies certified or otherwise identified to our satisfaction, of all such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below we have assumed and not verified:

 

  (a)

the genuineness of all signatures, stamps and seals, the authenticity and completeness of all documents supplied to us and the conformity to the originals of all documents supplied to us as photocopies or facsimile copies;

 

  (b)

that, where a document has been examined by us in draft, specimen or certificated form, it has been or will be executed in the form of that draft, specimen or certificate;

 

  (c)

the accuracy as to factual matters of each document we have reviewed, including, without limitation, the accuracy and completeness of the Register;

 

  (d)

that where a document is required to be delivered, each party to it has delivered the same without it being subject to any escrow or other similar arrangement;

 

  (e)

that the Company has fully complied with its obligations under all applicable money laundering legislation;

 

  (f)

no document has been entered into by the Company in connection with any unlawful activity;

 

  (g)

that the information relating to the Company disclosed by our searches on 16 August, 2018 at Companies House at their website at www.companieshouse.gov.uk and by telephone at the Central Registry of Winding Up Petitions at the Companies Court in London in relation to the Company was then complete, up to date and accurate and has not since then been materially altered, and that such searches did not fail to disclose any material information which had been delivered for registration but did not appear on the file in London at the time of our search, and that such oral disclosures did not fail to disclose any material information or any petition for an administration order, dissolution or winding-up order in respect of the Company that has been presented in England and Wales;

 

2

  (h)

that, except insofar as matters are on public record and are discoverable by making any of the searches referred to in paragraph (g) above, the Company has not passed any voluntary winding-up resolution and that no petition has been presented to, or order made by, any competent authority for the winding-up, dissolution or administration of the Company and that no receiver, interim liquidator, administrative receiver, trustee, administrator or similar officer has been appointed in relation to the Company or any of its assets or revenues;

 

  (i)

that the Corporate Approvals have not been amended, revoked or suspended;

 

  (j)

that each director of the Company has disclosed any interest which he may have in the transactions contemplated by each of the Corporate Approvals in accordance with the provisions of the Companies Act 2006 and the Articles, and that none of the relevant directors of the Company have any interest in such transactions except to the extent permitted by the Articles; and

 

  (k)

that the actions to be carried out pursuant to the Corporate Approvals by the Company and the exercise of its rights and performance of its obligations thereunder will materially benefit the Company, and that the directors of the Company acted in good faith and in the interests of the Company in approving each of the Board Resolutions and the transactions contemplated thereby.

Based on the foregoing, and subject to the further qualifications and limitations set forth below, it is our opinion that the allotment of the Shares has been duly authorised and the Shares will, when the names of the holders of such Shares are entered in the Register and subject to the receipt by the Company of the aggregate issue price in respect of all the Shares, be validly issued, fully paid and no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason solely of their being such holders.

Other than as set out above, we express no opinion as to any agreement, instrument or other document that may arise or be entered into, or as to any liability to tax that may arise or be incurred as a result of or in connection with the Offering.

The opinions set out above are limited to the laws of England and Wales in force as at the date of this opinion letter, as currently applied by the courts in England and Wales, and are given on the basis that this opinion letter and any non-contractual obligations arising out of or in connection with it will be governed by and construed in accordance with English law.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act or the Rules.

This opinion letter is not to be furnished to any other person or used, circulated, quoted or otherwise referred to for any other purpose.

We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

 

[Signature page follows]

 

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Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:

 

/s/ Michael J. Preston

 

Michael J. Preston, a Partner

 

 

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Cushman & Wakefield plc:

We consent to the use of our report dated July 23, 2018, except for Note 20 as to which the date is July 25, 2018, with respect to the consolidated balance sheets of Cushman & Wakefield plc and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule II (collectively, the “consolidated financial statements”), incorporated by reference herein.

/s/ KPMG LLP

Chicago, Illinois

August 16, 2018

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Cushman & Wakefield plc pertaining to the DTZ Jersey Holdings Limited Management Equity Incentive Plan, DTZ Jersey Holdings Limited Restricted Stock Unit Award Agreement, Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan, Cushman & Wakefield plc 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan of our report dated February 19, 2016, with respect to the consolidated financial statements of C&W Group, Inc. and Subsidiaries included in the Registration Statement (Form S-1 No. 333-225742), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, NY

August 16, 2018