TIDMWSH
RNS Number : 9119I
WSP Group PLC
31 July 2012
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
31 July 2012
Recommended merger of GENIVAR Inc. and WSP Group plc to be
implemented by way of a cash offer for WSP Group plc by GENIVAR UK
Limited (a wholly-owned subsidiary of GENIVAR Inc.) to be effected
by means of a scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Merger").
Court Sanction of the Scheme of Arrangement
The Board of WSP Group plc ("WSP") is pleased to announce that
the High Court of Justice in England and Wales has today made an
order sanctioning the scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") and confirming the related
Capital Reduction to effect the Merger.
The Scheme and Capital Reduction will become effective upon the
Court Order and the statement of capital approved by the Court (the
"Statement of Capital") being delivered to the Registrar of
Companies. It is expected that the Court Order and the Statement of
Capital will be delivered to the Registrar of Companies on 1 August
2012 at which point the Scheme and the related Capital Reduction
will become effective.
Trading in WSP Shares on the London Stock Exchange's market for
listed securities and the listing of WSP Shares on the Official
List was suspended with effect from 6.00 p.m. on 30 July 2012 and
the listing of WSP Shares on the Official List will be cancelled
with effect from 8.00 a.m. on 2 August 2012.
A detailed timetable of events for the Scheme is set out in the
Scheme Document.
A copy of this announcement will be available at
www.wspgroup.com/en/WSP-Group/Investor-relations/announcement/ and
at www.genivar.com/en/news/Pages/wsp-genivar.aspx by no later than
12 noon on 1 August 2012.
Capitalised terms, unless otherwise defined in this
announcement, have the meaning given to them in the scheme document
(the "Scheme Document") sent to WSP Shareholders dated 21 June
2012.
All times referred to in this announcement are references to
London time.
Enquiries:
WSP
Chris Cole - Chief Executive +44 (0) 20 7314 5121
Peter Gill - Group Finance Director +44 (0) 20 7406 7011
Rothschild (WSP's Lead Financial Adviser) +44 (0) 20 7280 5000
Paul Simpson
Neil Thwaites
Jonathan Slaughter
Jefferies Hoare Govett (WSP's Joint Corporate
Broker and Financial Adviser) +44 (0) 20 7029 8000
Nick Adams
Paul Nicholls
Graham Hertrich
Numis Securities (WSP's Joint Corporate
Broker) +44 (0) 20 7260 1000
Heraclis Economides
Mark Lander
Buchanan (Public relations adviser to
WSP) +44 (0) 20 7466 5000
Charles Ryland
Nicola Cronk
GENIVAR
Pierre Shoiry - Chief Executive Officer
Alexandre L'Heureux - Chief Financial
Officer +1 (514) 340 0046
Isabelle Adjahi - Director, Communications +1 (514) 340 0046
and Investor Relations +1 (514) 340 0046
Barclays (GENIVAR's Financial Adviser)
Mark Todd +44 (0) 20 7623 2323
Trond Lossius +1 (416) 863 8900
Tom Boardman (Corporate Broking) +44 (0) 20 7623 2323
Disclaimers:
Barclays, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for GENIVAR and GENIVAR UK Limited and no one else in connection
with the Merger and the other matters referred to in this
announcement and the Scheme Document and will not be responsible to
anyone other than GENIVAR and GENIVAR UK Limited for providing the
protections afforded to clients of Barclays or for providing advice
in relation to the Merger or any other matters referred to
herein.
Rothschild,which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for WSP and no one else in connection with the Merger and the other
matters referred to in this announcement and the Scheme Document
and will not be responsible to anyone other than WSP for providing
the protections afforded to clients of Rothschild or for providing
advice in relation to the Merger or any other matters referred to
herein.
Jefferies Hoare Govett, a division of Jefferies International
Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for WSP and
no one else in connection with the Merger and the other matters
referred to in this announcement and the Scheme Document and will
not be responsible to anyone other than WSP for providing the
protections afforded to clients of Jefferies Hoare Govett or for
providing advice in relation to the Merger or any other matters
referred to herein.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for WSP and no one else in connection with the Merger
and the other matters referred to in this announcement and the
Scheme Document and will not be responsible to anyone other than
WSP for providing the protections afforded to clients of Numis
Securities Limited or for providing advice in relation to the
Merger or any other matters referred to herein.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction. This announcement
does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of England and Wales and the City Code on Takeovers and
Mergers (the "City Code")and the information disclosed may not be
the same as that which would have been disclosed if this document
had been prepared in accordance with the laws of any jurisdiction
outside England and Wales.
You may request a hard copy of this announcement by contacting
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU or on 0871 664 0321 from within the UK or +44 20 8639 3399
if calling from outside the UK. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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. on the tenth business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. on the tenth business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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. 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 paper
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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