WSP Group PLC Completion of the Merger (0643J)

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RNS Number : 0643J

WSP Group PLC

01 August 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

1 August 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").

Completion of the Merger

The Board of WSP Group plc ("WSP") is pleased to announce that the Court Order and statement of capital approved by the Court have been duly delivered to and registered by the Registrar of Companies and, accordingly, the Scheme and the related Capital Reduction have now become effective.

Admission to trading of WSP Shares on the London Stock Exchange's market for listed securities and listing of WSP Shares on the Official List of the UK Listing Authority will be cancelled at 8.00 a.m. on 2 August 2012.

WSP Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 31 July 2012, will receive 435 pence for each Scheme Share. The consideration will be dispatched to Scheme Shareholders by 15 August 2012.

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 2 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                      [phone] 
  Peter Gill - Group Finance Director              [phone] 
 Rothschild (WSP's Lead Financial Adviser)         [phone] 
 Paul Simpson 
  Neil Thwaites 
  Jonathan Slaughter 
 Jefferies Hoare Govett (WSP's Joint Corporate 
  Broker and Financial Adviser)                    [phone] 
 Nick Adams 
  Paul Nicholls 
  Graham Hertrich 
 Numis Securities (WSP's Joint Corporate 
  Broker)                                          [phone] 
 Heraclis Economides 
  Mark Lander 
 Buchanan (Public relations adviser to 
  WSP)                                             [phone] 
 Charles Ryland 
  Nicola Cronk 
 GENIVAR 
 Pierre Shoiry - Chief Executive Officer 
  Alexandre L'Heureux - Chief Financial 
  Officer                                             [phone] 
  Isabelle Adjahi - Director, Communications          [phone] 
  and Investor Relations                              [phone] 
 Barclays (GENIVAR's Financial Adviser) 
 Mark Todd                                         [phone] 
  Trond Lossius                                       [phone] 
  Tom Boardman (Corporate Broking)                 [phone] 
 

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 [phone] 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 [phone] 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

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