Company Announcements

Announcement regarding Tetra Tech offer for RPS

Source: RNS
RNS Number : 5874A
WSP Global Inc.
26 September 2022
 

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

FOR IMMEDIATE RELEASE

26 September 2022

 

WSP Group Holdings Limited ("WSP Holdings")

a wholly-owned subsidiary of WSP Global Inc. ("WSP Global")

 

Statement regarding RPS Group plc ("RPS")

 

WSP Holdings and WSP Global note the announcement by Tetra Tech UK Holdings Limited ("Tetra Tech Holdings"), a wholly owned subsidiary of Tetra Tech, Inc. ("Tetra Tech") regarding a recommended offer by Tetra Tech Holdings for the entire issued and to be issued share capital of RPS (the "Tetra Tech Offer").

WSP Holdings and WSP Global are considering their options in respect of their all-cash offer for the entire issued and to be issued share capital of RPS announced on 8 August 2022, as set out in the scheme document published and sent to RPS shareholders on 1 September 2022.

In the meantime, WSP Holdings and WSP Global urges RPS shareholders to take no action.

A further announcement will be made by WSP Holdings and WSP Global in due course.

 

Enquiries:

WSP Holdings and WSP Global


Alain Michaud, Chief Financial Officer

+ 1 438 843 7317

 

HSBC (Financial Adviser to WSP Holdings and WSP Global)

 


Anthony Parsons

Keith Welch

Alex Thomas

Luc Buisson

+44 20 7991 8888

 

 

Important Notices

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

HSBC Bank plc ("HSBC") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for WSP Global and WSP Holdings and no one else in connection with the matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the matters referred to in this announcement and is not, and will not be, responsible to anyone other than WSP Global and WSP Holdings for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by WSP Holdings 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 any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that 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.

The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on WSP Global's website at https://www.wsp.com/en-GL/investors/offer-wsp-rps. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

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