WYG Regulatory News (WYG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

3 June 2019

RECOMMENDED CASH OFFER

for

WYG PLC ("WYG" or the "COMPANY")

by

TETRA TECH UK HOLDINGS LIMITED ("TETRA TECH")a wholly-owned subsidiary of Tetra Tech, Inc.

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies

Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

On 20 May 2019, the Boards of Tetra Tech and WYG announced that they had reached agreement on the terms of a recommended cash offer to be made by Tetra Tech for the entire issued and to be issued ordinary share capital of WYG (the "Acquisition"). The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between WYG and Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

Publication and posting of the Scheme Document

WYG is pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, are being published and sent today to Scheme Shareholders and, for information only, to persons with information rights, to holders of options under the WYG Share Plans and to holders of Convertible Shares.

Action required

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the approval of WYG Shareholders of the Resolution at the General Meeting.

It is important that, for the Court Meeting, as many votes as possible are cast so that the court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 am on 25 June 2019, in the case of the Court Meeting, and by no later than 10.15 am on 25 June 2019, in the case of the General Meeting.

Holders of WYG Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Shareholder helpline

If WYG Shareholders have any questions relating to the Scheme Document, the Court Meeting or the General Meeting, or the completion and return of the Forms of Proxy, please contact WYG's registrars, Link Asset Services during business hours on 0371 664 0321 within the United Kingdom or on +44 (0) 371 664 0321 from overseas or by writing to Corporate Actions, 34 Beckenham Road, Beckenham, BR3 4TU or shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

Timetable

The expected timetable of principal events is set out in the appendix to this announcement. Subject to approval at the relevant WYG Meetings, receipt of the Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on 9 July 2019. If any of the key dates set out in the timetable change, WYG will give notice of this change by issuing an announcement through a Regulatory Information Service.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

IMPORTANT NOTICES

Perella Weinberg Partners UK LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Tetra Tech and for no one else in connection with the Acquisition or other matters referred to in this announcement and will not be responsible to anyone other than Tetra Tech for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters set out in this announcement.

N+1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser under Rule 3 of the Code and broker to WYG in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than WYG for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

Publication on Websites and Availability of Hard Copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on WYG's website at www.wyg.com/investors and Tetra Tech, Inc.'s website at www.tetratech.com/investors by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

WYG Shareholders may, subject to applicable securities laws, request a hard copy of this announcement by contacting by contacting N+1 Singer on +44 (0)20 7496 3000 or, in writing, at 1 Bartholomew Lane, London EC2N 2AX. A hard copy of this announcement will not be sent unless so requested. A person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme.

1 The WHITE Form of Proxy for the Court Meeting should be received by Link Asset Services before 10.00 am on 25 June 2019, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy not so received may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.

2 The YELLOW Form of Proxy for the General Meeting must be lodged with Link Asset Services before 10.15 am on 25 June 2019 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The YELLOW Form of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.

3 If a WYG Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and WYG Shareholders (in the case of the General Meeting) on the register of members of WYG at close of business on the day which is two days before the adjourned meeting will be entitled to attend and vote.

4 To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

5 These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either satisfied, or (if capable of waiver) waived, (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. WYG will give notice of any change(s) by issuing an announcement through a RIS and, if required by the Panel, send notice of the change(s) to WYG Shareholders and other persons with information rights and, for information only, to holders of Convertible Shares and to the holders of options or awards under the WYG Share Plans.

6 This is the last date on which the Scheme may become Effective unless Tetra Tech and WYG, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.