19 Oct 2022 15:55
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
19 October 2022
RPS Group plc ("RPS")
Lapse of Offer by WSP Group Holdings Limited ("WSP Holdings") for RPS
On 8 August 2022, the boards of WSP Holdings (a wholly-owned subsidiary of WSP Global, Inc. ("WSP Global")) and WSP Global announced that they had reached agreement on the terms of a recommended cash 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 (the "WSP Offer").
On 23 September 2022, the boards of Tetra Tech UK Holdings Limited, (a wholly-owned subsidiary of Tetra Tech, Inc.) (together, "Tetra Tech") and RPS announced the terms of a recommended cash acquisition 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").
This announcement confirms that the WSP Scheme and the WSP Offer have now lapsed in accordance with their respective terms and that RPS has received a notice of termination from WSP Global in relation to the cooperation agreement between RPS, WSP Global and WSP Holdings.
As a result, the RPS Directors do not intend to reconvene the shareholder meetings in relation to the approval and implementation of the WSP Offer.
Shareholders are reminded that the Court Meeting and the General Meeting to approve the Tetra Tech Scheme have been convened for 10.00 am and 10.15 am, respectively, on 3 November 2022 at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT, United Kingdom further details of which are set out in the scheme document dated 11 October 2022 ("Scheme Document").
Terms used but not defined in this announcement have the same meaning as in the Scheme Document, unless the context otherwise requires.
Enquiries:
RPS Group plc Tel: 01235 863 206John Douglas, Chief Executive Officer Judith Cottrell, Finance Director
Gleacher Shacklock Tel: +44 (0) 20 7484 1150 Tim Shacklock / James Dawson / Tom Quinn
AEC Advisors Tel: + 1 917 763 0393 Andrej Avelini
Buchanan Tel: +44 (0) 20 7466 5000Henry Harrison-Topham / Chris Lane / Jack Devoy
Publication on a website
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available on RPS' website (www.rpsgroup.com) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Important notice
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein.
AEC Advisors LLC ("AEC Advisors"), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission, is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this announcement.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law 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.
General
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, accountant 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 appropriately authorised independent financial adviser.