TIDMWYG
RNS Number : 9881A
WYG Plc
03 June 2019
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
3 June 2019
RECOMMED CASH OFFER
for
WYG PLC ("WYG" or the "COMPANY")
by
TETRA TECH UK HOLDINGS LIMITED ("TETRA TECH")
a wholly-owned subsidiary of Tetra Tech, Inc.
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies
Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 20 May 2019, the Boards of Tetra Tech and WYG announced that
they had reached agreement on the terms of a recommended cash offer
to be made by Tetra Tech for the entire issued and to be issued
ordinary share capital of WYG (the "Acquisition"). The Acquisition
is expected to be effected by means of a Court-sanctioned scheme of
arrangement between WYG and Scheme Shareholders under Part 26 of
the Companies Act 2006 (the "Scheme").
Publication and posting of the Scheme Document
WYG is pleased to announce that the scheme document containing,
amongst other things, the full terms and conditions of the
Acquisition (the "Scheme Document"), together with the related
Forms of Proxy, are being published and sent today to Scheme
Shareholders and, for information only, to persons with information
rights, to holders of options under the WYG Share Plans and to
holders of Convertible Shares.
Action required
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, among other things, that the majority in number of the
Scheme Shareholders present and voting (and entitled to vote)
either in person or by proxy, representing not less than 75 per
cent. in value of the Scheme Shares held by such Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and
the approval of WYG Shareholders of the Resolution at the General
Meeting.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
Scheme Shareholders are therefore strongly urged to complete, sign
and return their Forms of Proxy or transmit a proxy instruction
(either electronically or through CREST) as soon as possible and,
in any event, by no later than 10.00 am on 25 June 2019, in the
case of the Court Meeting, and by no later than 10.15 am on 25 June
2019, in the case of the General Meeting.
Holders of WYG Shares should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Shareholder helpline
If WYG Shareholders have any questions relating to the Scheme
Document, the Court Meeting or the General Meeting, or the
completion and return of the Forms of Proxy, please contact WYG's
registrars, Link Asset Services during business hours on 0371 664
0321 within the United Kingdom or on +44 (0) 371 664 0321 from
overseas or by writing to Corporate Actions, 34 Beckenham Road,
Beckenham, BR3 4TU or shareholderenquiries@linkgroup.co.uk. Calls
are charged at the standard geographic rate and will vary by
provider. Calls from outside of the United Kingdom will be charged
at the applicable international rate. Lines will be open between
9.00 am to 5.30 pm, Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Acquisition nor give any financial, legal or
tax advice.
Timetable
The expected timetable of principal events is set out in the
appendix to this announcement. Subject to approval at the relevant
WYG Meetings, receipt of the Court sanction and the satisfaction or
waiver of the other Conditions set out in the Scheme Document, the
Scheme is expected to become Effective on 9 July 2019. If any of
the key dates set out in the timetable change, WYG will give notice
of this change by issuing an announcement through a Regulatory
Information Service.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Tetra Tech
Jim Wu, Investor Relations Tel: +(1) (626) 470
2844
Perella Weinberg Partners (Financial adviser
to Tetra Tech)
Christopher Mead Tel: +(1) (424) 330
3000
Matthew Smith 020 7268 2800
WYG
Douglas McCormick, Chief Executive Officer Tel: 020 7250 7731
N+1 Singer (Financial adviser under Rule 3
of the Code and broker to WYG)
Sandy Fraser Tel: 020 7496 3000
Rachel Hayes
Justin McKeegan
MHP Communications (Public relations adviser
to WYG)
Katie Hunt Tel: 020 3128 8100
Ollie Hoare
Peter Lambie
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.
Publication on Websites and Availability of Hard Copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on WYG's website at
www.wyg.com/investors and
Tetra Tech, Inc.'s website at www.tetratech.com/investors by no
later than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
WYG Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement by contacting 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.
APPIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date
Latest time for lodging Forms of
Proxy for the:
10.00 am on 25 June 2019(1)
* Court Meeting (WHITE Form of Proxy)
10.15 am on 25 June 2019(2)
* General Meeting (YELLOW Form of Proxy)
Voting Record Time 6.00 pm on 25 June 2019(3)
Court Meeting 10.00 am on 27 June 2019
General Meeting 10.15 am on 27 June 2019(4)
Certain of the following dates are
subject to change (please see note
(5) below):
Court Hearing 5 July 2019
Last day of dealings in, and for 8 July 2019
registration of transfers of, and
disablement in CREST of, WYG Shares
Scheme Record Time 6.00 pm on 8 July 2019
Suspension of dealings in, WYG Shares 7.30 am on 9 July 2019
Effective Date 9 July 2019
Cancellation of admission to trading 7.00 am on 10 July 2019
of WYG Shares
Settlement of the consideration payable by no later than 24 July
under the Acquisition 2019
Long-Stop Date 28 February 2020(6)
(1) The WHITE Form of Proxy for the Court Meeting should be
received by Link Asset Services before 10.00 am on 25 June 2019,
or, if the Court Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting.
WHITE Forms of Proxy not so received may be handed to the Chairman
of the Court Meeting before the taking of the poll at the Court
Meeting.
(2) The YELLOW Form of Proxy for the General Meeting must be
lodged with Link Asset Services before 10.15 am on 25 June 2019 in
order for it to be valid, or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting. The YELLOW Form of Proxy cannot be handed to
the Chairman of the General Meeting at that meeting.
(3) If a WYG Meeting is adjourned, only those Scheme
Shareholders (in the case of the Court Meeting) and WYG
Shareholders (in the case of the General Meeting) on the register
of members of WYG at close of business on the day which is two days
before the adjourned meeting will be entitled to attend and
vote.
(4) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(5) These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived, (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. WYG will give notice of any change(s) by
issuing an announcement through a RIS and, if required by the
Panel, send notice of the change(s) to WYG Shareholders and other
persons with information rights and, for information only, to
holders of Convertible Shares and to the holders of options or
awards under the WYG Share Plans.
(6) This is the last date on which the Scheme may become
Effective unless Tetra Tech and WYG, with the consent of the Panel
and, if required, the approval of the Court, agree in writing a
later date.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOACKNDBPBKDDAK
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