19 Oct 2022 08:00
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
WSP Group Holdings Limited ("WSP Holdings")
a wholly-owned subsidiary of WSP Global Inc. ("WSP Global")
Lapse of Offer by WSP Holdings for RPS Group plc ("RPS")
On 8 August 2022, the boards of WSP Holdings 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, Inc. and Tetra Tech UK Holdings Limited (together, "Tetra Tech") announced the terms of a recommended cash offer 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").
Announcements made by RPS on 23 September 2022 and 26 September 2022 stated that the RPS Directors had withdrawn their recommendation of the WSP Offer and that the RPS Directors had decided to postpone the Court Meeting and the General Meeting that had been convened in connection with the WSP Offer and the Scheme.
The Scheme was conditional on the Court Meeting and the General Meeting being held on or before 18 October 2022 (or such later date as may be agreed by WSP Holdings and RPS and, if required, the Court may allow).
On 11 October 2022, WSP Global and WSP Holdings announced that they would not be increasing the financial terms of the WSP Offer and that the WSP Offer was now final. WSP Holdings further confirmed in the announcement that it would not consent to an extension of the date by which the Court Meeting and the General Meeting must be held, and therefore the WSP Offer and the Scheme was expected to lapse in accordance with its terms on 18 October 2022.
As of the end of 18 October 2022, Conditions 2.1(ii) and 2.2(ii), as set out in the Scheme Document, have not been satisfied. This announcement confirms that the Scheme and the WSP Offer has now lapsed.
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.
Terms used but not defined in this announcement have the same meaning as in the scheme document published by RPS on 1 September 2022 (the "Scheme Document"), 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
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Linklaters LLP is retained as international legal adviser to WSP Holdings and WSP Global. Stikeman Elliott LLP is retained as Canadian legal adviser to WSP Global.
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.