WYG Regulatory News (WYG)

This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Takeover Code") and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

FOR IMMEDIATE RELEASE

26th January 2015

WYG plc ("WYG" or the "Company")

Strategic Review

WYG, a global programme, project management and technical consultancy firm, today announces that the Board has initiated a formal review of strategic options open to the Company, with the intention of ascertaining whether there are options which could better enable WYG to take full advantage of its growth potential, to the benefit of clients, employees and shareholders.

Since its financial restructuring was completed in July 2011, WYG has implemented a strategy to refocus its operations and is now well established as a leading global consultancy with a strong International Development capability. WYG has achieved a turnaround in profitability and is now well positioned for future growth.

As can be seen from WYG's Half Year Report released on 2nd December 2014, WYG is enjoying strong growth in its project pipeline and is creating almost more opportunities than it can readily service directly using its existing model of organic growth, supplemented by smaller bolt-on acquisitions and partnerships.

Against this background, the Board of WYG recognises that this strategic review may or may not conclude that, given its current relative scale, being part of a larger business or expanding the scale of its current operating platform would provide significant advantages and better position the Company to take full advantage of its growth potential. At this stage, however, all options available to the Company are being considered.

The review will, therefore, incorporate a range of strategic options including a potential corporate transaction, such as a strategic partnership, a merger or acquisition to enhance the scale and breadth of WYG's platform, the acquisition of or subscription for the Company's securities by a third party, a sale of the Company, a new or extended bank facility or continuing to invest in expanding the business organically and through partnerships and bolt-on acquisitions.

As a consequence of this announcement, the Company is now considered to be in an "Offer Period" as defined in the Takeover Code. The dealing disclosure requirements and other provisions of the Code that now apply are listed below. A further announcement will be made as and when appropriate. 

For further information please visit http://www.wyg.com or contact the following:

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website at http://www.wyg.com as soon as possible and in any event no later than 12:00 noon (London time) on 27th January 2015 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to WYG plc and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than WYG plc for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the matters described or referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or the matters described or referred to in this announcement or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, WYG plc confirms that it has 66,985,706 ordinary shares of 0.1 pence each in issue and admitted on the London Stock Exchange under the UK ISIN Code: GB00B5N5WH70.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, 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) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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 of the Code).

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 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.