WSP Global Inc. Announcement regarding Tetra Tech offer for RPS (5874A)
September 26 2022 - 2:01AM
UK Regulatory
TIDMRPS
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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END
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