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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 October 2022
WSP Group Holdings Limited ("WSP Holdings")
a wholly-owned subsidiary of WSP Global Inc. ("WSP Global")
Statement regarding RPS Group plc ("RPS")
Further to the announcement made on 26 September 2022 in relation to the offer by Tetra Tech UK Holdings Limited for the entire issued and to be issued share capital of RPS at a price of 222 pence in cash per RPS ordinary share (the "Tetra Tech Offer"), WSP Holdings and WSP Global announce they will not be increasing the financial terms of their offer for the entire issued and to be issued share capital of RPS at a price of 206 pence in cash per RPS ordinary share, as was announced on 8 August 2022 (the "WSP Offer"). Accordingly, the WSP Offer is now final.
WSP Global continues to value a disciplined approach to acquisitions to maximise shareholder value. With a strong balance sheet, WSP Global remains confident on its ability to capture opportunities and execute on its strategic ambitions.
WSP Global and WSP Holdings note that RPS has adjourned the Scheme Court Meeting and the General Meeting that had been convened in connection with the WSP Offer and the Scheme. WSP Holdings confirms that it will not consent to an extension of the date by which the Scheme Court Meeting and the General Meeting must be held, and therefore the WSP Offer and the Scheme is expected to lapse in accordance with its terms on 18 October 2022.
Terms used but not defined in this announcement have the same meaning as in the scheme document published by RPS on 1 September 2022, unless the context otherwise requires.
Enquiries:
| WSP Holdings and WSP Global |
|
| Alain Michaud, Chief Financial Officer |
+ 1 438 843 7317 |
| HSBC (Financial Adviser to WSP Holdings and WSP Global)
|
|
| Anthony Parsons Keith Welch Alex Thomas Luc Buisson |
+44 20 7991 8888
|
Important Notices
HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for WSP Global and WSP Holdings and no one else in connection with the matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than WSP Global and WSP Holdings for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.
Further Information
This announcement is for information purposes only and is not intended to and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.
This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
This announcement is not an advertisement and does not constitute a prospectus or prospectus exempted document.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on WSP Global's website at https://www.wsp.com/en-GL/investors/offer-wsp-rps. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.
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