Last checked at 29 Jun 2010 07:00
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 OR REGULATIONS OF THAT JURISDICTION.
29 June 2010
Scott Wilson Group plc
Response to announcement of cash offer for Scott Wilson by CH2M HILL at 245 pence per share
On 28 June 2010, Universe Bidco Limited, a wholly-owned subsidiary of URS Corporation ("URS"), announced a recommended cash offer (the "URS Offer") of 210 pence per share for the entire issued and to be issued share capital of Scott Wilson Group plc ("Scott Wilson") (the "URS Offer Announcement"). Words and phrases defined in the URS Offer Announcement shall have the same meaning in this announcement, unless the context requires otherwise.
On 28 June 2010, following the URS Offer Announcement, CH2M HILL Star Holdings Limited, a wholly-owned subsidiary of CH2M HILL Companies, Ltd ("CH2M HILL"), announced a cash offer (the "CH2M HILL Offer") of 245 pence per share for the entire issued and to be issued share capital of Scott Wilson (the "CH2M HILL Offer Announcement"). The CH2M HILL Offer Announcement states that CH2M HILL holds 9,656,277 Scott Wilson Shares, representing approximately 13.1 per cent. of the existing issued ordinary share capital of Scott Wilson. CH2M HILL has also received irrevocable undertakings from certain Scott Wilson Shareholders to accept the CH2M HILL Offer in respect of 3,694,519 Scott Wilson Shares, representing, in aggregate, approximately 5.0 per cent. of the existing issued ordinary share capital of Scott Wilson.
In connection with the URS Offer, the Board of Scott Wilson entered into the Inducement Fee Letter with URS which provides URS with a right to match any Independent Competing Offer in certain circumstances. Under the terms of these matching rights, if the directors of Scott Wilson determine that any Independent Competing Offer constitutes a Superior Proposal, it shall confirm to URS in writing (a "Superior Proposal Notice") that such Independent Competing Offer constitutes a Superior Proposal and provide the material details of such Independent Competing Offer that led the directors of Scott Wilson to determine that it constitutes a Superior Proposal (in particular the offer price and proposed timetable of the Superior Proposal). Scott Wilson has further agreed that it and the directors of Scott Wilson shall not recommend any Independent Competing Offer unless URS:
| i. | notifies Scott Wilson that it is not prepared to revise the URS Offer; or |
| ii. | fails to confirm to Scott Wilson by 5.00 p.m. on the day prior to the day of the board meeting convened to recommend the Superior Proposal (such board meeting to be no sooner than midday on the third day after the date of the Superior Proposal Notice) that it will revise the terms of the Offer such that it would provide equal or superior value to Scott Wilson Shareholders in comparison to such Independent Competing Offer; or |
| iii. | having notified Scott Wilson of its intention to revise the terms of the Offer, fails, within 48 hours of the board meeting of Scott Wilson convened to consider whether or not to recommend the Independent Competing Offer comprised in the Superior Proposal, to announce a revised Offer pursuant to Rule 2.5 of the City Code. |
Accordingly, the directors of Scott Wilson have issued a Superior Proposal Notice to URS and have convened a board meeting for 1 July 2010 to consider their position and a further announcement will be made when appropriate.
| Enquiries: |
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| Scott Wilson Group plc |
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| Hugh Blackwood | +44 (0) 1256 310 200 |
| Sean Cummins | +44 (0) 1256 310 200 |
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| Greenhill & Co. International LLP |
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| David Wyles | +44 (0) 20 7198 7400 |
| Ben Loomes | +44 (0) 20 7198 7400 |
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| Brewin Dolphin Limited |
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| Sandy Fraser | +44 (0) 20 7248 4400 |
| Richard Jones | +44 (0) 20 7248 4400 |
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| Financial Dynamics |
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| Charles Armitstead | +44 (0) 20 7831 3113 |
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the Scott Wilson website: www.scottwilson.com.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.