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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 May 2019

RECOMMENDED CASH OFFER

for

WYG plc

by

TETRA TECH UK HOLDINGS LIMITED

a wholly-owned subsidiary of

TETRA TECH, INC.

to be effectedby way of a scheme of arrangementunder Part 26 of the Companies Act 2006

Summary

· The boards of Tetra Tech UK Holdings Limited ("Tetra Tech") and WYG plc ("WYG") are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Tetra Tech (a wholly-owned subsidiary of Tetra Tech, Inc.) for the entire issued and to be issued ordinary share capital of WYG (the "Acquisition").

· Under the terms of the Acquisition, each WYG Shareholder will be entitled to receive:

55 pence in cash per WYG Share

· The Acquisition values the entire issued and to be issued ordinary share capital of WYG at approximately £43.4 million, on the basis of a fully diluted share capital of 78,941,048 WYG Shares.

· The price of 55 pence in cash per WYG Share represents a premium of approximately:

· 244 per cent. to the Closing Price of 16 pence per WYG Share on the Last Practicable Date;

· 237 per cent. to the Volume Weighted Average Price per WYG Share during the one month period ended on the Last Practicable Date;

· 258 per cent. to the Volume Weighted Average Price per WYG Share during the three month period ended on the Last Practicable Date; and

· 150 per cent. to the Volume Weighted Average Price per WYG Share during the six month period ended on the Last Practicable Date.

· The combination of Tetra Tech and WYG will represent a premier international consulting, engineering and program management firm, and, with WYG's leading positions and expertise in international development, environment, infrastructure and water, will leave WYG well-positioned to provide a strong platform to drive long-term growth within the broader Combined Group.

· The WYG Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the WYG Directors, N+1 Singer has taken into account the commercial assessments of the WYG Directors. 

· Accordingly, the WYG Directors intend to recommend unanimously that WYG Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the WYG Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 104,960 WYG Shares (representing, in aggregate, approximately 0.14 per cent. of the WYG Shares in issue on the Last Practicable Date).

· In addition to the irrevocable undertakings received from the WYG Directors, Tetra Tech has received irrevocable undertakings from AB Traction, Robert Keith and Canaccord Genuity Wealth Management (as detailed in Appendix III) to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 25,992,445 WYG Shares (representing, in aggregate, approximately 35.3 per cent. of the WYG Shares in issue on the Last Practicable Date).

· Tetra Tech has also received non-binding letters of intent (as detailed in Appendix III) from Artemis Investment Management, Slater Investments and Janus Henderson Investors to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 27,114,401 WYG Shares (representing, in aggregate, approximately 37.0 per cent. of the WYG Shares in issue on the Last Practicable Date).

· Therefore, as at the date of this Announcement, Tetra Tech has received irrevocable undertakings and letters of intent in respect of a total of 53,141,806 WYG Shares (representing approximately 72.5 per cent. of the WYG Shares in issue on the Last Practicable Date).

· Full details of the irrevocable undertakings and letters of intent received by Tetra Tech are set out in Appendix III to this Announcement.

· It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Tetra Tech so elects and with the consent of the Takeover Panel, a Takeover Offer). The purpose of the Scheme is to provide for Tetra Tech to become the owner of the entire issued and to be issued ordinary share capital of WYG. The Scheme will be put to WYG Shareholders at the Court Meeting and to the WYG Shareholders at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the WYG Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. The implementation of the Scheme must also be approved by WYG Shareholders at the General Meeting.

· If any dividend or other distribution in respect of the WYG Shares is declared, paid or made on or after the date of this Announcement, Tetra Tech reserves the right to reduce the consideration payable for each WYG Share under the terms of the Acquisition by the amount per WYG Share of such dividend or distribution. If Tetra Tech exercises this right or makes such a reduction in respect of a dividend or distribution, WYG Shareholders will be entitled to receive and retain that dividend or distribution.

· The Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions of the Acquisition which will be set out in the Scheme Document.

· Tetra Tech, Inc. is a premier global consulting and engineering firm which provides high-end consulting and engineering services for projects worldwide. With more than 18,000 associates working together, Tetra Tech, Inc. provides clear solutions to complex problems in water, environment, infrastructure, resource management, energy, and international development. Tetra Tech, Inc. is Leading with Science® to provide sustainable and resilient solutions for its clients.

· WYG is an award-winning professional services firm delivering engineering, design, project management, town planning and environmental solutions for clients across a broad range of sectors operating from more than 30 locations across the UK, Europe, Africa and Asia. WYG is driven by client service and underpinned by technical excellence. WYG helps clients create value, protect value and manage risk, and is a partner of choice for organisations operating in complex or challenging environments.

· The Scheme Document will include full details of the Acquisition, together with notices of the Court Meeting and General Meeting, the expected timetable of the Acquisition and will specify the action to be taken by WYG Shareholders. It is expected that the Scheme Document will be published within 28 days of this Announcement (or on such later date as may be agreed by Tetra Tech and WYG and the Takeover Panel).

· The Acquisition is currently expected to become Effective in July 2019, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I and to the full terms and conditions of the Acquisition which will be set out in the Scheme Document.

Commenting on the Acquisition, Jeremy Beeton, non-executive chairman of WYG, said:

"The WYG Board and I unanimously recommend the Offer from Tetra Tech. Becoming part of the Tetra Tech Group enables benefits of scale and access to expertise across highly complementary geographies and client relationships, and brings operational infrastructure and financial strength to support WYG's long term growth ambitions. We provide Tetra Tech with a strong platform for investing in growth in the UK and Europe. We believe the combination of our two companies will provide greater opportunities for our people and clients, as well as offering certainty of immediate value to our shareholders at a considerable premium to the prevailing share price."

Commenting on the Acquisition, Dan Batrack, Tetra Tech, Inc. Chairman and CEO, said:

"WYG advances our strategy to add firms that support our position as the premier global high-end consulting, engineering, and program management firm. WYG's expertise in infrastructure and program management, as well as water and environmental services, enables us to deliver innovative solutions to support the UK's infrastructure needs. Together, we will be able to provide an expanded scope of services to our customers and offer our combined staff even greater professional opportunities."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. In particular, the Acquisition is subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

Enquiries:

Perella Weinberg Partners (Financial adviser to Tetra Tech)

WYG

N+1 Singer (Financial adviser under Rule 3 of the Code and broker to WYG)

MHP Communications (Public relations adviser to WYG)

Hogan Lovells LLP is providing legal advice to Tetra Tech. DLA Piper UK LLP is providing legal advice to WYG.

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.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. WYG Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. Each WYG Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the UK to vote their WYG Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules 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 of England and Wales. Unless otherwise determined by Tetra Tech or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this Announcement and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements of a US tender offer and US Federal securities laws. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to WYG included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of WYG Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since WYG is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of WYG are located outside of the United States. US holders of WYG Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Tetra Tech exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, Tetra Tech or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, WYG Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Tetra Tech or WYG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Tetra Tech or WYG and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Tetra Tech or WYG.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Tetra Tech or WYG or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Tetra Tech or WYG assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for WYG or Tetra Tech for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for WYG or Tetra Tech.

Right to switch to a Takeover Offer

Tetra Tech reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of WYG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Tetra Tech so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Code, as at close of business on the Last Practicable Date, there were 73,335,165 WYG Shares in issue and admitted to trading on AIM. There are no WYG Shares held in treasury. The ISIN Number for the WYG Shares is GB00B5N5WH70.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Tetra Tech's website at www.tetratech.com/investors and on WYG's website at www.wyg.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, 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.

Information relating to WYG Shareholders

Please be aware that addresses, electronic addresses and certain information provided by WYG Shareholders, persons with information rights and other relevant persons for the receipt of communications from WYG may be provided to Tetra Tech during the offer period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

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 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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, 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 p.m. (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 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. You should contact the Takeover 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.

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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 May 2019

RECOMMENDED CASH OFFER

for

WYG plc

by

TETRA TECH UK HOLDINGS LIMITED

a wholly-owned subsidiary of

TETRA TECH, INC.

to be effectedby way of a scheme of arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Tetra Tech UK Holdings Limited ("Tetra Tech") and WYG plc ("WYG") are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Tetra Tech (a wholly-owned subsidiary of Tetra Tech, Inc.) for the entire issued and to be issued ordinary share capital of WYG (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Tetra Tech reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of WYG as an alternative to the Scheme.

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each WYG Shareholder will be entitled to receive:

55 pence in cash per WYG Share

The Acquisition values the entire issued and to be issued ordinary share capital of WYG at approximately £43.4 million, on the basis of a fully diluted share capital of 78,941,048 WYG Shares.

The price of 55 pence in cash per WYG Share represents a premium of approximately:

· 244 per cent. to the Closing Price of 16 pence per WYG Share on the Last Practicable Date;

· 237 per cent. to the Volume Weighted Average Price per WYG Share during the one month period ended on the Last Practicable Date;

· 258 per cent. to the Volume Weighted Average Price per WYG Share during the three month period ended on the Last Practicable Date; and

· 150 per cent. to the Volume Weighted Average Price per WYG Share during the six month period ended on the Last Practicable Date.

Subject to the Conditions and further terms set out in Appendix I and to be set out in full in the Scheme Document, the WYG Shares will be acquired by Tetra Tech fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the WYG Shares.

If any dividend or other distribution in respect of the WYG Shares is declared, paid or made on or after the date of this Announcement, Tetra Tech reserves the right to reduce the consideration payable for each WYG Share under the terms of the Acquisition by the amount per WYG Share of such dividend or distribution. If Tetra Tech exercises this right or makes such a reduction in respect of a dividend or distribution, WYG Shareholders will be entitled to receive and retain that dividend or distribution.

3. Recommendation

The WYG Directors, who have been so advised by N+1 Singer as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the WYG Directors, N+1 Singer has taken into account the commercial assessments of the WYG Directors.

Accordingly, the WYG Directors intend to recommend unanimously that WYG Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the WYG Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 104,960 WYG Shares (representing, in aggregate, approximately 0.14 per cent. of the WYG Shares in issue on the Last Practicable Date).

4. Background to and reasons for the Acquisition

The combination of WYG and Tetra Tech will bring each other a number of benefits, which will position the Combined Group to further drive growth and value:

· The combination will represent a premier international consulting, engineering, and program management firm, able to deliver an enhanced value proposition for clients through differentiated and innovative solutions. WYG will help to diversify the Combined Group's operations, further enhancing portfolio quality and stability.

· The Combined Group will have attractive positions in targeted high growth areas. WYG enhances Tetra Tech, Inc.'s leading positions in water, environmental, sustainable infrastructure and international development.

· WYG's complementary geographic presence will allow for the Combined Group to have greater scale globally. In particular, WYG provides a platform for the Combined Group in the UK and Europe, from which together it can accelerate investment in future growth.

5. Background to and reasons for the WYG Directors' Recommendation

Within a trading update statement released on 13 February 2019, the board of WYG announced that it anticipated a second half operating profit performance below that achieved in the first half, implying an operating profit for the year as a whole materially below previous market expectations.

The trading update statement further commented on the WYG Group's operating performance and financial position as follows:

"We are now seeing a steady improvement in the conversion of our International Development business's pipeline into profitable work, with revenues anticipated to be slightly ahead of previous expectations. However, the business's margins remain lower than those of our mainly UK focussed Consultancy Services business as we continue to incur high bidding costs ahead of building revenues. In Turkey and Africa, we have a good order book of new work to be delivered in the next 12 months and our wider pipeline of future prospects continues to build healthily.

However, our UK markets are now being impacted by the current cautious business sentiment and political uncertainty, meaning that Consultancy Services is seeing some delays in investment decisions regarding new work as well as the deferral of activity on certain existing projects, across both the public and private sectors. As a result, we think it necessary to take a more cautious view as to the likely outturn for our UK business for the year such that we no longer expect to see the marked increase in our UK activity that has been typical of the final quarter of our financial year in the past.

As a result, we expect that we will not meet either of the net debt to EBITDA or interest cover covenants within our facility agreements for 31 March 2019 and we have opened discussions with our lending bank with a view to securing a deferral or waiver of the relevant covenant tests. We already have a number of clearly defined actions underway in order to materially reduce our net debt position. Subject to the timing of some larger trading receipts within our International Development business, we expect year end net debt to be in line with previous market expectations at around £10.0m."

This statement followed previous announcements by WYG whereby it announced reduced expectations of the WYG Group operating performance on three separate occasions due to a combination of factors affecting both its consultancy services and international development businesses.

The WYG Directors recognised that the WYG Group's operating margins were low and that operating cash generation had been weak over a sustained period and as a result implemented plans to reduce operating costs substantially and tackle specific areas of underperformance. However, against the background described above and notwithstanding the subsequent announcement on 18 March 2019 that WYG's lending bank had agreed to a waiver of the 31 March 2019 covenant tests under the WYG Group's facility agreements, the WYG Directors identified an urgent need to accelerate WYG's plans to restore shareholder value as an independent entity quoted on AIM. The WYG Directors' recovery plan envisaged reconfiguring WYG as a more tightly-focused consulting business with normalised operating margins and a de-risked balance sheet. The core elements of the plan were as follows:

· a range of self-help measures targeted to generate annual overhead savings in excess of £6.0m in aggregate through selective headcount reduction, delayering of management and consolidation of offices;

· the potential divestment of smaller non-core business units; and

· a strategic review of the WYG Group's core operations, including a reassessment of WYG's business priorities.

The WYG Directors' vision was that, following full implementation of the plan to restore shareholder value, the repositioned WYG Group would be capable of generating operating margins consistent with historical sector averages from a lower revenue base, which would represent a sound platform from which first to restore and thereafter to build shareholder value.

The WYG Directors believe that it would have likely taken up to 18 months for the full benefits of the plan to be reflected within WYG's operating results, that full implementation of the self-help measures identified above would carry a significant up-front cash cost and that it would likely be several months before a sustained and meaningful reduction in the WYG Group's monthly operating costs was delivered.

The WYG Directors believe that both the costs of implementation of the recovery plan and the current and expected level of indebtedness of the WYG Group were too high in the context of the current uncertain trading environment. Accordingly, a key element of the plan was to be the execution of a material secondary equity raising to strengthen the WYG Group's balance sheet, thereby creating the necessary financial flexibility to allow the directors to implement the recovery plan from a position of relative financial and negotiating strength. This process was close to being launched when discussions initially commenced with Tetra Tech.

The WYG Directors believe that the Acquisition presents an entirely different future roadmap for WYG, its clients and employees. Tetra Tech, Inc. is a global leader in the engineering and consulting sector with a market capitalisation of $3.7bn and has both the financial strength to support investment in people and systems to deliver WYG's long term growth ambitions, as well as the operating footprint and technical expertise to potentially open up new market opportunities for the business.

In considering whether to recommend the Acquisition, the WYG Directors weighed WYG's future prospects as an independent entity against the certainty of the immediate cash return under the Acquisition, and have taken into account, amongst other things, the following factors:

· WYG's relative lack of scale and therefore vulnerability to further near term trading softness within a macro investment environment with significant uncertainties, particularly generated by Brexit, and no clear evidence of an imminent return to a more normal pattern of trading activity;

· the dilutive impact of a material secondary equity raising, most likely at a discount to the current share price, on future equity returns;

· the execution risk attaching to implementation of the WYG Directors' value recovery plan, recognising the anticipated timescale of up to 18 months for full implementation of the plan; and

· the significant opportunities for WYG in the mid and longer term through the prospect of inward investment by the UK government in infrastructure and housing as well as external investment by the UK government through international development and investment.

The WYG Directors' assessment is that the Acquisition terms fairly reflect WYG's current market position and its future prospects, taking into account the factors outlined above. Accordingly, the WYG Directors believe that WYG Shareholders should have the opportunity to realise their investment in WYG on the terms proposed by Tetra Tech.

6. Conditions

The Acquisition is conditional, amongst other things, upon:

· the Scheme becoming Effective on or before 11.59 p.m. on the Long Stop Date;

· the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the WYG Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as may be agreed between Tetra Tech and WYG and the Court may allow);

· the passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Tetra Tech and WYG may agree and the Court may allow);

· the sanction of the Scheme on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as may be agreed between Tetra Tech and WYG and the Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies; and

· the receipt of all applicable anti-trust clearances from any relevant authority (or the lapsing of applicable waiting periods) as set out in paragraph 2(a) of Part A of Appendix I to this Announcement.

The attention of WYG Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

It is expected that the Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy, will be published within 28 days of this Announcement (or on such later date as may be agreed by Tetra Tech, WYG and the Takeover Panel).

7. Irrevocable undertakings and letters of intent for WYG

Tetra Tech has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of Takeover Offer, to accept such offer) from:

· all of the WYG Directors who hold WYG Shares in respect of their entire beneficial holdings of WYG Shares, amounting, in aggregate, to 104,960 WYG Shares (representing, in aggregate, approximately 0.14 per cent. of the WYG Shares in issue on the Last Practicable Date); and

· AB Traction, Robert Keith and Canaccord Genuity Wealth Management in respect of 25,992,445 WYG Shares (representing, in aggregate, approximately 35.3 per cent. of the WYG Shares in issue on the Last Practicable Date).

Tetra Tech has also received non-binding letters of intent (as detailed in Appendix III) from Artemis Investment Management, Slater Investments and Janus Henderson Investors to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 27,114,401 WYG Shares (representing, in aggregate, approximately 37.0 per cent. of the WYG Shares in issue on the Last Practicable Date).

Therefore, as at the date of this Announcement, Tetra Tech has received irrevocable undertakings and letters of intent in respect of a total of 53,141,806 WYG Shares (representing approximately 72.5 per cent. of the WYG Shares in issue on the Last Practicable Date).

Full details of the irrevocable undertakings and letters of intent received by Tetra Tech are set out in Appendix III to this Announcement.

8. Information on Tetra Tech

Tetra Tech, Inc. is a leading provider of high-end consulting and engineering services for projects worldwide. With more than 18,000 associates working together, Tetra Tech, Inc. provides clear solutions to complex problems in water, environment, infrastructure, resource management, energy, and international development. Tetra Tech is Leading with Science® to provide sustainable and resilient solutions for its clients.

Tetra Tech's mission is to be the premier worldwide consulting and engineering firm, focusing on water, environment, infrastructure, resource management, energy, and international development services.

Tetra Tech is a diverse company, including individuals with expertise in science, research, engineering, construction management, and information technology. Tetra Tech's strength is in collectively providing integrated services-delivering the best solutions to meet its clients' needs.

Tetra Tech's innovative, sustainable solutions help its clients address their water, environment, infrastructure, resource management, energy, and international development challenges. Tetra Tech is home to leading technical experts in every sector and utilizes that expertise throughout the project life cycle. Tetra Tech's commitment to safety is ingrained in its culture and at the forefront of every project.

Tetra Tech's core principles form the underpinning of how its 18,000 associates work together to serve their clients:

· Service: Tetra Tech puts its clients first. Tetra Tech listens better to understand its clients' needs and deliver smart, cost-effective solutions that meet those needs.

· Value: Tetra Tech takes its clients' problems as if they were their own. Tetra Tech develops and implements real-world solutions that are cost-effective, efficient, and practical.

· Excellence: Tetra Tech brings superior technical capability, disciplined project management, and excellence in safety and quality to all of their work.

· Opportunity: Tetra Tech's people are its number one asset. Tetra Tech's workforce is diverse and includes leading experts in their fields. Tetra Tech's entrepreneurial nature and commitment to success provides challenges and opportunities for all of its associates.

Tetra Tech is organized into two major business groups that align with its core markets and enhance the development of high-end consulting and technical solutions to meet its growing client demand.

· Government Services Group (GSG) provides consulting and engineering services worldwide for a broad range of U.S. government clients (federal, state, and local) and all activities with development agencies. Services include water and waste management, environmental restoration, international development, sustainable infrastructure design, and a broad range of civil infrastructure design for facilities, transportation, and regional and local development.

· Commercial/International Services Group (CIG) provides consulting and engineering services worldwide for a broad range of commercial and international clients. Services include management consulting, environmental remediation, geotechnical investigations, and design engineering.

Tetra Tech has long focused on helping its clients address water, environment, infrastructure, resource management, energy, and international development needs. Tetra Tech leads and supports programs that minimize their collective impacts on the environment through the solutions Tetra Tech provide for its clients; through its procurement and subcontracting practices; by the processes Tetra Tech uses within the company to promote sustainable practices, reduce costs, and minimize environmental impacts; and through employee-supported activities such as volunteer work and fundraising campaigns.

Tetra Tech's vision of the future is to incorporate the concepts of sustainability more fully into its daily operations and to follow the United Nations World Commission on Environment and Development goal to "meet the needs of the present without compromising the ability of future generations to meet their own needs." Tetra Tech is in a unique position to further this vision and has the ability to provide innovative solutions to meet pressing global challenges. On a daily basis and on a global scale, the company's work plays a direct role in helping to achieve the balance that will allow future generations to access the necessary resources to meet all of their needs.

The focus of Tetra Tech's Sustainability Program is to sustain the growth of its business, to reduce greenhouse gas emissions, and to provide an exceptional work environment for its associates, all while providing better solutions for its clients.

9. Information on WYG

WYG is an award-winning professional services firm employing approximately 1,600 people to deliver engineering, design, project management, town planning and environmental solutions for clients across a broad range of sectors and operating from more than 30 locations across the UK, Europe, Africa and Asia. WYG is driven by client service and underpinned by technical excellence. WYG helps clients create value, protect value and manage risk, and is a partner of choice for organisations operating in complex or challenging environments.

WYG serves its clients through six business streams:

· International Development;

· Infrastructure & Built Environment;

· Programme & Project Management;

· Surveying & Asset Management;

· Environment; and

· Planning & Transport.

WYG's consultancy services business which employs approximately 1,200 people operates predominantly in the UK and generates value for clients in a broad range of sectors, including defence & justice, energy & waste, water & environment, mining & metals, urban & commercial development and transport. The approximately 400 employees in WYG's International Development business draw on a network of more than 20,000 partners and associates to deliver technical assistance in the social development, infrastructure and climate change sectors.

10. Current trading and prospects of WYG

As noted in paragraph 5 above, within the trading update statement released on 13 February 2019, the board of WYG announced that it anticipated a second half operating profit performance below that achieved in the first half, implying an operating profit for the year as a whole materially below previous market expectations.

WYG's current trading position is largely unchanged from that described in the trading update statement released on 13 February 2019, as is the WYG Directors' expectation of the outcome for the 2019 financial year. However the net debt balance at the financial year end was better than the £10.0 million anticipated at the time of the trading update statement and since then the WYG Group's net debt has continued to track ahead of internal forecasts.

However, following the recent substantial shortfall in activity levels across the UK business, there is no clear evidence of an imminent return to a more normal pattern of trading activity. This, coupled with the absence of a significant uplift in activity during the final quarter of the WYG Group's financial year means the short term trading outlook, especially within the UK business, remains difficult to assess. WYG expects to announce preliminary results for the financial year ended 31 March 2019 on Tuesday, 11 June 2019.

11. WYG Share Plans/Convertible Shares

Appropriate proposals in accordance with Rule 15 of the Code will be made to holders of options over shares in WYG and to holders of the Convertible Shares.

Details of these proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the WYG Share Plans and to holders of the Convertible Shares.

12. Financing

Tetra Tech will finance the cash consideration payable to WYG Shareholders pursuant to the Acquisition from its existing cash and working capital and, if needed, its existing credit facility is available.

Perella Weinberg Partners, as financial adviser to Tetra Tech, is satisfied that sufficient cash resources are available to Tetra Tech to enable it to satisfy in full the cash consideration to WYG Shareholders under the terms of the Acquisition.

13. Management, employees and locations of the WYG Group

As summarised at paragraph 4 (Background to and reasons for the Acquisition) above, the Tetra Tech Directors and the WYG Directors believe that the combination of WYG and Tetra Tech will bring each other a number of benefits, which will position the Combined Group to further drive growth and value. Tetra Tech's intention is for the WYG business to be integrated as a division of the Combined Group, providing a platform for the Combined Group in the UK and Europe from which it can accelerate investment in future growth. This growth should result not only from investments in the on-going business but also from strategic acquisitions.

Prior to this Announcement, Tetra Tech reviewed certain WYG information for the purposes of conducting a confirmatory due diligence exercise. Tetra Tech has, however, not yet had access to sufficiently detailed information from this review to formulate detailed plans or intentions regarding the impact of the Acquisition on WYG and its business. Tetra Tech intends to work with WYG's management team to undertake a detailed strategic evaluation of WYG and its business (with a relatively broad remit), with a focus on the enterprise resource planning system and which will include an assessment of the work carried out to date as part of WYG's stated strategy of developing a simpler, more robust platform and driving efficiencies. The Combined Group will present an enhanced suite of services to clients; in addition, Tetra Tech will transition WYG onto its IT/ERP systems in order to provide a more effective and efficient platform by which operations can work together. Tetra Tech has not yet begun to carry out this detailed evaluation (which is intended to take up to six months from completion of the Acquisition) or made any decisions in relation to specific actions that may be taken as a result, but does not intend to change the focus of such evaluation, prior to its completion.

Employees and employment rights

Tetra Tech attaches great importance to the technical skills, expertise and experience of the existing management and employees of WYG, and Tetra Tech believes that they will be a key factor in maximising the opportunities and benefits the Acquisition will create for the Combined Group. 

Tetra Tech recognises, however, that in order to achieve the intended benefits of the Acquisition, some operational and administrative efficiencies, including investment in systems and processes, may be implemented across the Combined Group following completion of the Acquisition. Accordingly, Tetra Tech anticipates a potential reduction in third-party administrative costs and some targeted reductions in headcount across the Combined Group, in order to increase the profitability of WYG. These third-party costs and headcount reductions cannot be quantified at this time but are expected to be modest, and will predominantly come from back-office overhead support and corporate management activities, and will be mainly driven by the optimisation of duplicative functions, consistent with the restructuring process already underway within the WYG Group.

The finalisation and implementation of any reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, in accordance with all relevant legal obligations. Tetra Tech intends to approach the employee and management integration process with the aim of retaining and motivating the best talent across the Combined Group.

Tetra Tech plans to fully observe, following completion of the Acquisition, contractual and statutory employment rights, including in relation to pensions (and does not intend to change any contractual contributions in respect of these), of all WYG employees. Tetra Tech does not intend to make any material changes to the conditions of employment of the employees (or the balance of skills and functions of employees and management) of the WYG Group. In particular, Tetra Tech does not intend to change the existing contractual funding commitments of WYG in respect of the legacy defined benefit pension scheme, White Young Consulting Group Limited Retirement Benefit Scheme (1986) ("1986 Scheme"), which is in the UK "Financial Assistance Scheme" ("FAS"). The 1986 Scheme is closed to new members, and hasn't had any new members or accrual of benefits since 1997. Its trustee was replaced by the Board of the Pension Protection Fund when the 1986 Scheme entered FAS in 2015 (hence there has been no need for engagement with any trustee).

Proposals regarding incentivisation arrangements for management and employees of WYG will be considered as part of the integration review, following completion of the Acquisition. There are no such proposed incentivisation arrangements for management at this time, and no discussions have yet taken place, or will take place prior to completion of the Acquisition.

On completion of the Acquisition, it is intended that the non-executive directors of WYG will resign.

Headquarters and locations

On completion of the Acquisition, the Tetra Tech Group's headquarters will continue to be in Pasadena, California. The Combined Group will continue to locate its European headquarters in Leeds, UK (at the existing office of, and hence incorporating, WYG's headquarters and functions).

Tetra Tech intends to leverage the Combined Group's global presence to consolidate offices where feasible to effect a modest reduction in property expenses (albeit these cannot be quantified at this time), and to enable colleagues to work more closely together. The Combined Group will continue to focus on remaining close to our clients across the UK such that we intend to maintain a substantive UK presence across multiple locations.

Other than as described above, Tetra Tech has no intention of effecting a material change to WYG's strategic plans, operations or locations of the business.

Other items

Tetra Tech does not intend to change the research and development activities of either WYG or Tetra Tech.

Tetra Tech's intention is to seek to cancel the admission of WYG Shares to trading on AIM, as further described at paragraph 16 below.

Tetra Tech intends to generate savings due to economies of scale and operational efficiencies including from IT optimisation, supplier optimisation and other operational and infrastructure improvements across the two companies.

No statements in this paragraph 13 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

14. Offer-related arrangements

Confidentiality Agreement

Tetra Tech, Inc. and WYG entered into the Confidentiality Agreement on 21 March 2019 pursuant to which each party has undertaken to keep confidential information relating to the other and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations shall remain in force until the earlier of (i) a period of 12 months from the date of the Confidentiality Agreement; or (ii) consummation of the Acquisition. The Confidentiality Agreement further includes customary non-solicitation and standstill obligations on Tetra Tech, Inc.

Co-operation Agreement

Tetra Tech and WYG entered into the Co-operation Agreement on 20 May 2019, pursuant to which Tetra Tech and WYG have agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to the regulatory clearances and authorisations that are required in connection with the Acquisition.

The Co-operation Agreement records Tetra Tech's and WYG's intention to implement the Acquisition by way of the Scheme, subject to the ability of Tetra Tech to proceed by way of a Takeover Offer which is subject to obtaining the consent of the Takeover Panel, if required.

The Co-operation Agreement shall terminate with immediate effect if Tetra Tech and WYG so agree in writing. In addition, the Co-operation Agreement shall terminate if, inter alia (i) the WYG Directors withdraw, adversely modify or adversely qualify their recommendation of the Acquisition, (ii) the Scheme is withdrawn or lapses (other than where such lapse or withdrawal is a result of the exercise of a right to switch to a Takeover Offer), (iii) the Scheme does not become Effective by the Long Stop Date, or (iv) written notice is served by or on behalf of Tetra Tech or WYG where a Condition becomes incapable of satisfaction or is invoked (with the permission of the Takeover Panel) so as to cause the Acquisition not to proceed.

The Co-operation Agreement also contains provisions that will apply in respect of the WYG Share Plans.

15. Structure of the Acquisition

Scheme

The Acquisition will be effected by a Court-sanctioned scheme of arrangement between WYG and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Tetra Tech to become the owner of the entire issued and to be issued ordinary share capital of WYG. Under the Scheme, the Acquisition is to be achieved by the:

· transfer of the Scheme Shares held by Scheme Shareholders to Tetra Tech in consideration for which the Scheme Shareholders will receive the cash consideration pursuant to the Scheme; and

· passing of the Resolutions at the General Meeting (including amendments to WYG's Articles to ensure that any WYG Shares issued between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any WYG Shares issued after the Scheme Record Time will automatically be acquired by Tetra Tech).

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things:

· the approval of a majority in number of the WYG Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

· the passing of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the resolutions have been passed at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become Effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by WYG Shareholders. The Scheme will be governed by the laws of England and Wales and will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

It is expected that the Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy, will be published within 28 days of this Announcement (or on such later date as may be agreed by the Takeover Panel). Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Tetra Tech's website at www.tetratech.com/investors and on WYG's website at www.wyg.com/investors.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, Tetra Tech and WYG currently expect the Acquisition to become Effective in July 2019.

If the Scheme does not become Effective on or before 11.59pm on the Long Stop Date (or such later date as Tetra Tech and WYG may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

Tetra Tech reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of WYG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Tetra Tech so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

16. Cancellation of admission to trading and re-registration of WYG

Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for admission of the WYG Shares to trading on AIM to be cancelled on or shortly after the Effective Date. The last day of dealings in, and for registration of transfers of, WYG Shares is expected to be at the close of business on the Business Day immediately prior to the Court Hearing and no transfers will be registered after 6.00 p.m. on that date. No dealings in WYG Shares will be registered after this date.

On the Effective Date, WYG will become a wholly-owned subsidiary of Tetra Tech and share certificates in respect of the WYG Shares will cease to be valid and should be destroyed. In addition, entitlements to WYG Shares held within the CREST system will be cancelled on the Effective Date.

It is also intended that shortly after the Effective Date, WYG will be re-registered as a private limited company under the relevant provisions of the Companies Act.

17. Disclosure of interests in WYG

As at the close of business on the Last Practicable Date, save for the irrevocable undertakings and letters of intent referred to in paragraph 7 (Irrevocable undertakings and letters of intent for WYG) above, none of Tetra Tech or any director of Tetra Tech or, so far as Tetra Tech is aware, any person acting, or deemed to be acting, in concert with Tetra Tech:

(a) had an interest in, or right to subscribe for, relevant securities of WYG;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of WYG;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of WYG; or

(d) had borrowed or lent, or was party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code, in relation to relevant securities of WYG.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 7 (Irrevocable undertakings and letters of intent for WYG) above, no arrangement exists between Tetra Tech or WYG or a person acting in concert with Tetra Tech or WYG in relation to WYG Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to WYG Shares which may be an inducement to deal or refrain from dealing in such securities.

18. Overseas shareholders

The availability of the Acquisition and the distribution of this Announcement to WYG Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. WYG Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. WYG Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once this has been despatched.

19. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document and Forms of Proxy. It is expected that the Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be published within 28 days of this Announcement (or on such later date as may be agreed by the Takeover Panel).

Perella Weinberg Partners and N+1 Singer have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their respective names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculations contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

20. Documents on display

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Tetra Tech's website at www.tetratech.com/investors and on WYG's website at www.wyg.com/investors until the end of the Acquisition:

· the irrevocable undertakings and letters of intent referred to in paragraph 7 (Irrevocable undertakings and letters of intent for WYG) and described in Appendix III to this Announcement;

· the Credit Facility referred to in paragraph 12 (Financing);

· the Confidentiality Agreement referred to in paragraph 14 (Offer-related arrangements); and

· the Cooperation Agreement referred to in paragraph 14 (Offer-related arrangements).

Enquiries:

Perella Weinberg Partners (Financial adviser to Tetra Tech)

WYG

N+1 Singer (Financial adviser under Rule 3 of the Code and broker to WYG)

MHP Communications (Public relations adviser to WYG)

Hogan Lovells LLP is providing legal advice to Tetra Tech. DLA Piper UK LLP is providing legal advice to WYG.

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.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. WYG Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched. Each WYG Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the UK to vote their WYG Shares at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules 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 of England and Wales. Unless otherwise determined by Tetra Tech or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this Announcement and any formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Acquisition.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements of a US tender offer and US Federal securities laws. Neither the SEC nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to WYG included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of WYG Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since WYG is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of WYG are located outside of the United States. US holders of WYG Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Tetra Tech exercises, with the consent of the Takeover Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, Tetra Tech or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, WYG Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Tetra Tech or WYG. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Tetra Tech or WYG and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Tetra Tech or WYG.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Tetra Tech or WYG or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Tetra Tech or WYG assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for WYG or Tetra Tech for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for WYG or Tetra Tech.

Right to switch to a Takeover Offer

Tetra Tech reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of WYG as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Tetra Tech so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.  

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Code, as at close of business on the Last Practicable Date, there were 73,335,165 WYG Shares in issue and admitted to trading on AIM. There are no WYG Shares held in treasury. The ISIN Number for the WYG Shares is GB00B5N5WH70.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Tetra Tech's website at www.tetratech.com/investors and on WYG's website at www.wyg.com/investors by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, 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.

Information relating to WYG Shareholders

Please be aware that addresses, electronic addresses and certain information provided by WYG Shareholders, persons with information rights and other relevant persons for the receipt of communications from WYG may be provided to Tetra Tech during the offer period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

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 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 per cent. 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, 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 p.m. (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 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. You should contact the Takeover 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.

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 FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming Effective by not later than 11.59 p.m. on the Long Stop Date.

1. The Scheme shall be subject to the following conditions:

(a) its approval by a majority in number of the WYG Shareholders who are on the register of members of WYG at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent 75 per cent. in value of the WYG Shares voted by those WYG Shareholders on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as Tetra Tech and WYG may agree and the Court may allow);

(b) the passing of the Resolutions by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as Tetra Tech and WYG may agree and the Court may allow);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Tetra Tech and WYG) on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date, if any, as Tetra Tech and WYG may agree and the Court may allow); and

(d) delivery of a copy of the Court Order to the Registrar of Companies.

2. In addition, subject as stated in Part B below and to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or, where relevant, waived in writing prior to the Scheme being sanctioned by the Court:

Regulatory approvals and clearances

(a) no Third Party having decided, threatened or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider WYG Group or the Wider Tetra Tech Group, as the case may be, in each case, taken as a whole):

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Tetra Tech Group or by any member of the Wider WYG Group of all or any part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider WYG Group or any member of the Wider Tetra Tech Group or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) (in each case to an extent which is material in the context of the Wider Tetra Tech Group or the Wider WYG Group, in each case, taken as a whole);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, in the event that Tetra Tech elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Tetra Tech Group or the Wider WYG Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider WYG Group, the Wider Tetra Tech Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition) and in each case to an extent which is material in the context of the Wider Tetra Tech Group or the Wider WYG Group, in each case, taken as a whole);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Tetra Tech Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in WYG or on the ability of any member of the Wider WYG Group or any member of the Wider Tetra Tech Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider WYG Group or the Wider Tetra Tech Group;

(iv) except as Disclosed, result in any member of the Wider WYG Group or any member of the Wider Tetra Tech Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, WYG by any member of the Wider Tetra Tech Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent or prohibit, restrict, restrain or delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, impede, interfere or require material amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider WYG Group by any member of the Wider Tetra Tech Group;

(vi) impose any material limitation on, or result in material delay in, the ability of any member of the Wider Tetra Tech Group or any member of the Wider WYG Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Tetra Tech Group and/or the Wider WYG Group in a manner which is material in the context of the Wider Tetra Tech Group and/or the Wider WYG Group, in either case, taken as a whole;

(vii) require any member of the Wider WYG Group or the Wider Tetra Tech Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider WYG Group or the Wider Tetra Tech Group is a party (in each case to an extent which is material in the context of the Wider Tetra Tech Group or the Wider WYG Group, in each case, taken as a whole);

(viii) result in any member of the Wider WYG Group or any member of the Wider Tetra Tech Group ceasing to be able to carry on business under any name under which it currently does so in any jurisdiction;

(ix) require any member of the Wider Tetra Tech Group or any member of the Wider WYG Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider Tetra Tech Group or any member of the Wider WYG Group, which in each such case or together is material and adverse in the context of any member of the Wider Tetra Tech Group or any member of the Wider WYG Group or in the context of the Acquisition;

(x) otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider WYG Group or any member of the Wider Tetra Tech Group, to an extent which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group, in either case taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any WYG Shares or other securities in, or control or management of, WYG or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(b) each Governmental Entity, which regulates or licences any member of the WYG Group, Tetra Tech Group or any other body corporate in which any member of the WYG Group or Tetra Tech Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the WYG Group or Tetra Tech Group is required, or any Governmental Entity, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to Tetra Tech), and in each case the impact of which would materially adversely affect the Wider WYG Group or the Wider Tetra Tech Group, taken as a whole, if not obtained;

Notifications, waiting periods and authorisations

(c) all notifications, filings or applications which are necessary or considered appropriate or desirable by Tetra Tech (acting reasonably) having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Scheme and the Acquisition and all Authorisations which are necessary or deemed necessary or appropriate by Tetra Tech (acting reasonably) in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the Acquisition or the proposed acquisition of any shares or other securities in, or control or management of, WYG or any other member of the Wider WYG Group by any member of the Wider Tetra Tech Group having been obtained in terms and in a form reasonably satisfactory to Tetra Tech from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider WYG Group or the Wider Tetra Tech Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider WYG Group in any jurisdiction having been obtained in each case where the consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider WYG Group, any member of the Tetra Tech Group or the ability of Tetra Tech to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

WYG Shareholder resolution

(d) except with the consent or the agreement of Tetra Tech, no resolution of WYG Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of WYG Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Tetra Tech, no member of the Wider WYG Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of WYG Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider WYG Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Tetra Tech Group of any shares or other securities (or the equivalent) in WYG or because of a change in the control or management of any member of the Wider WYG Group or otherwise, would or might reasonably be expected to result in (in each case to an extent or in a manner which is material in the context of the Wider WYG Group, the Wider Tetra Tech Group, as the case may be, in each case, taken as a whole):

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent, of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being adversely modified or adversely affected or any obligation or liability arising or any adverse action being, or becoming capable of being terminated taken or arising thereunder;

(iv) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v) the rights, liabilities, obligations, interests or business of any such member or any member of the Wider WYG Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider WYG Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the financial or trading position or prospects of, any such member being prejudiced or adversely affected;

(viii) the creation or acceleration of any liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider WYG Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions (e)(i) to (viii) above;

Certain events occurring since 31 March 2018

(f) except as Disclosed, and except, where relevant between WYG and/or wholly owned subsidiaries of WYG, no member of the Wider WYG Group having since 31 March 2018:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of WYG Shares out of treasury (except for the issue or transfer out of treasury of WYG Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the WYG Share Plans);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise);

(iii) other than pursuant to the Acquisition (and except for transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(iv) except for transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude and which, in any such case, is material in the context of the Wider WYG Group or in the context of the Acquisition, or which is or is reasonably likely to be restrictive on the business of any member of the Wider WYG Group or Wider Tetra Tech Group;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider WYG Group, otherwise than in the ordinary course of business;

(viii) proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider WYG Group, otherwise than in the ordinary course of business;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except for the issue or transfer out of treasury of WYG Shares on the exercise of employee share options or vesting of employee share awards under the WYG Share Plans as Disclosed);

(x) waived, compromised or settled any claim which is material in the context of the Wider WYG Group as a whole or in the context of the Acquisition;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider WYG Group and any other person in a manner which would or might have a material adverse effect on the financial position of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(xii) made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider WYG Group;

(xiii) made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider WYG Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(xv) (other than in respect of a member of the Wider WYG Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider WYG Group or the Wider Tetra Tech Group as a whole or in the context of the Acquisition; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (f);

No adverse change, litigation, regulatory enquiry or similar

(g) except as Disclosed, since 31 March 2018, there having been:

(i) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider WYG Group which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider WYG Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of, any member of the Wider WYG Group, in each case which would reasonably be expected to have a material adverse effect on the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider WYG Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider WYG Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability having arisen or become apparent to Tetra Tech or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider WYG Group to an extent which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition; and

(v) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider WYG Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information and liabilities, corruption and intellectual property

(h) except as Disclosed, Tetra Tech not having discovered that:

(i) any financial, business or other information concerning the Wider WYG Group announced publicly and delivered by or on behalf of WYG through a RIS prior to the date of this Announcement or publicly disclosed to any member of the Wider Tetra Tech Group by or on behalf of any member of the Wider WYG Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(ii) any member of the Wider WYG Group or any partnership, company or other entity in which any member of the Wider WYG Group has a significant economic interest and which is not a subsidiary undertaking of WYG, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition;

(iii) any past or present member, director, officer or employee of the Wider WYG Group, or any other person for whom any such person may be liable or responsible, has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv) any past or present member, director, officer or employee of the Wider WYG Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v) any material asset of any member of the Wider WYG Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(vi) since 31 March 2018, no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider WYG Group or to any third parties, including: (A) any member of the Wider WYG Group losing its title to any intellectual property or any intellectual property owned by the Wider WYG Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider WYG Group being terminated or varied or (C) any claim being filed suggesting that any member of the Wider WYG Group infringed the intellectual property rights of a third party or any member of the Wider WYG Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider WYG Group or the Wider Tetra Tech Group taken as a whole or in the context of the Acquisition and which is other than in the ordinary course of business.

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Takeover Panel, Tetra Tech reserves the right in its sole discretion to waive (if capable of waiver) in whole or part:

(a) any of the Conditions set out in the above Condition 1 of Part A relating to the timing of the Court Meeting, the General Meeting and the sanctioning of the Scheme. If any of the deadlines for those events are not met, Tetra Tech shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with WYG to extend the deadline in relation to the relevant Condition; and

(b) all or any of the above Conditions 2(a) (Regulatory approvals and clearances) to (h) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive).

2. Conditions 2(a) (Regulatory approvals and clearances) to (h) (No discovery of certain matters regarding information and liabilities, corruption and intellectual property) of Part A (inclusive) must be fulfilled or waived by no later than 11:59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse or, if the Acquisition is implemented by way of a Takeover Offer, no later than as permitted by the Takeover Panel. Tetra Tech shall be under no obligation to waive or treat as fulfilled any of the Conditions which are capable of being waived by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that any such Condition or other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3. Under Rule 13.5 of the Code, Tetra Tech may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Tetra Tech in the context of the Acquisition. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 5 below in relation to any Takeover Offer) are not subject to this provision of the Code.

4. If Tetra Tech is required by the Takeover Panel to make an offer for WYG Shares under the provisions of Rule 9 of the Code, Tetra Tech may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

5. Tetra Tech reserves the right to elect (with the consent the Takeover Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as far as applicable, as those which would apply to the Scheme. The acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage as Tetra Tech may decide with the consent of the Takeover Panel provided that if it became or was declared unconditional in all respects, the Takeover Offer would result in Tetra Tech holding WYG Shares carrying greater than 50 per cent. of the voting rights in WYG). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient WYG Shares are otherwise acquired, it is the intention of Tetra Tech to apply the provisions of the Companies Act to compulsorily acquire any outstanding WYG Shares to which such Takeover Offer relates.

6. The Acquisition will lapse (unless otherwise agreed with the Takeover Panel) if:

(a) in so far as the Acquisition or any matter arising from or relating to the Scheme or Acquisition constitutes a concentration with a community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a community dimension within the scope of the Merger Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

7. Subject to paragraph 8 below, the WYG Shares shall be acquired by Tetra Tech, with full legal title and beneficial ownership, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the WYG Shares.

8. If any dividend or other distribution in respect of the WYG Shares is declared, paid or made on or after the date of this Announcement, Tetra Tech reserves the right to reduce the consideration payable for each WYG Share under the terms of the Acquisition by the amount per WYG Share of such dividend or distribution, in which case any reference in this Announcement or in the Scheme Document to the offer consideration for the WYG Shares will be deemed to be a reference to the offer consideration as so reduced. Any exercise by Tetra Tech of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer. If Tetra Tech exercises this right or makes such a reduction in respect of a dividend or distribution, WYG Shareholders will be entitled to receive and retain that dividend or distribution.

9. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any WYG Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

10. Unless otherwise determined by Tetra Tech or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

11. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

12. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules and the FCA.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1. Unless otherwise stated, the financial information on WYG is extracted from WYG's Annual Report and Accounts for the year ended 31 March 2018 and WYG's half year report for the six months ended 30 September 2018.

2. The value attributed to the existing issued and to be issued share capital of WYG is based upon 73,335,165 WYG Shares in issue on 17 May 2019 and assuming an additional 1,065,125 WYG Shares to be issued pursuant to outstanding options and awards under the WYG Share Plans and 4,540,758 Convertible Shares.

3. The Volume Weighted Average Prices of a WYG Share are derived from data provided by FactSet.

4. The Closing Price of a WYG Share is derived from the AIM Appendix to the Official List.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Tetra Tech has received irrevocable undertakings and letters of intent in respect of a total of 53,141,806 WYG Shares (representing approximately 72.5 per cent. of the WYG Shares in issue on the Last Practicable Date):

WYG Directors' irrevocable undertakings

The irrevocable undertakings from the WYG Directors will only cease to be binding if:

· the Scheme Document or Takeover Offer document (as the case may be) is not published within 28 days of the date of publication of this Announcement (or within such longer period as Tetra Tech and WYG may agree, with the consent of the Takeover Panel);

· Tetra Tech announces, with the consent of the Takeover Panel, that it does not intend to proceed with the Acquisition;

· the Scheme or the Takeover Offer does not become wholly unconditional before 11.59 p.m. on the Long Stop Date; or

· the Acquisition is withdrawn, lapses or otherwise terminates in accordance with its terms.

Other WYG Shareholders' irrevocable undertakings

The irrevocable undertaking from AB Traction will only cease to be binding if:

· the Acquisition has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Acquisition lapses or is withdrawn solely as a result of Tetra Tech exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Takeover Offer or Scheme has been announced by Tetra Tech or its affiliates in accordance with Rule 2.7 of the Code at the same time;

· the Acquisition has not been concluded by 30 September 2019; or

· a third party makes a competing offer at a value which exceeds the value of the consideration per WYG Share under the Acquisition by 10 per cent. or more per WYG Share (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which the third party's offer is made public, the consideration per WYG Share under the Acquisition is increased such that its value is equal to or exceeds the third party's offer, this deed shall not lapse and all obligations under it shall remain in full force and effect).

The irrevocable undertaking from Canaccord Genuity Wealth Management will only cease to be binding if:

· the Acquisition has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Acquisition lapses or is withdrawn solely as a result of Tetra Tech exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Takeover Offer or Scheme has been announced by Tetra Tech or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

· a third party makes a competing offer at a value which exceeds the value of the consideration per WYG Share under the Acquisition by 10 per cent. or more per WYG Share (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which the third party's offer is made public, the consideration per WYG Share under the Acquisition is increased such that its value is equal to or exceeds the third party's offer, this deed shall not lapse and all obligations under it shall remain in full force and effect).

The irrevocable undertaking from Robert Keith will only cease to be binding if the Acquisition has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Acquisition lapses or is withdrawn solely as a result of Tetra Tech exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Takeover Offer or Scheme has been announced by Tetra Tech or its affiliates in accordance with Rule 2.7 of the Code at the same time.

Letters of intent

Janus Henderson Investors has given a non-binding letter of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 6,735,166 WYG Shares (representing approximately 9.2 per cent. of the WYG Shares in issue on the Last Practicable Date).

Slater Investments has given a form of voting undertaking (which effectively amounts to a non-binding letter of intent) to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 9,448,000 WYG Shares (representing approximately 12.9 per cent. of the WYG Shares in issue on the Last Practicable Date). The voting undertaking ceases to apply if:

· Slater Investments is no longer able to control the exercise of the voting rights attaching to its WYG Shares;

· the Acquisition has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Acquisition lapses or is withdrawn solely as a result of Tetra Tech exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Takeover Offer or Scheme has been announced by Tetra Tech or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

· a third party makes a competing offer at a value which exceeds the value of the consideration per WYG Share under the Acquisition by 10 per cent. or more per WYG Share (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which the third party's offer is made public, the consideration per WYG Share under the Acquisition is increased such that its value is equal to or exceeds the third party's offer, this deed shall not lapse and all obligations under it shall remain in full force and effect).

Artemis Investment Management ("Artemis") has given a form of voting undertaking (which effectively amounts to a non-binding letter of intent) to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), in respect of 10,931,235 WYG Shares (representing approximately 14.9 per cent. of the WYG Shares in issue on the Last Practicable Date). The voting undertaking ceases to apply if:

· the Acquisition has not been concluded by 28 February 2020;

· the Acquisition has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Acquisition lapses or is withdrawn solely as a result of Tetra Tech exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Takeover Offer or Scheme has been announced by Tetra Tech or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

· a third party makes a competing offer at a value which (in Tetra Tech's reasonable opinion) exceeds the value of the consideration per WYG Share under the Acquisition by 10 per cent. or more per WYG Share (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which the third party's offer is made public, the consideration per WYG Share under the Acquisition is increased such that its value (in Tetra Tech's reasonable opinion) is equal to or exceeds the third party's offer, this deed shall not lapse and all obligations under it shall remain in full force and effect).

This undertaking prevents Artemis from selling or granting security or an option over (or any other right over or disposal of) all or any part of the WYG Shares that are subject to the undertaking, except under the Acquisition, or from accepting any other offer in respect of all or any part of its WYG Shares unless (i) Artemis' client has terminated their professional relationship with Artemis in respect of such WYG Shares; (ii) Artemis' relationship continues with the client but the investment mandate is no longer consistent with Artemis holding such WYG Shares; (iii) Artemis is instructed otherwise by their client in respect of such WYG Shares; or (iv) Artemis is (in their sole opinion) required to do so by applicable law or regulation, in each case provided that Artemis has first used reasonable endeavours to procure that the transferee, recipient or beneficiary of such WYG Shares enters into an undertaking with Tetra Tech on substantially the same terms as Artemis' undertaking.

The undertaking also contains a specific provision (notwithstanding the above) allowing Artemis to, at any time, sell, transfer or otherwise dispose of its WYG Shares where Artemis has used reasonable endeavours to procure that the purchaser or transferee shall enter into an undertaking in substantially the same form as Artemis' undertaking.

APPENDIX IV

DEFINITIONS

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

In this Announcement:

(a) all times referred to are to London time unless otherwise stated;

(b) references to the singular include the plural and vice versa, unless the context otherwise requires;

(c) "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act and "associated undertaking" has the meaning given to it by paragraph 19 of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 1(b) thereof which shall be excluded for this purpose; and

(d) all references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.