WYG Plc Court Sanction of Scheme of Arrangement (6651E)

TIDMWYG

RNS Number : 6651E

WYG Plc

05 July 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

FOR IMMEDIATE RELEASE

5 July 2019

RECOMMENDED 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.

COURT SANCTION, EXERCISE OF OPTIONS AND SUSPENSION OF TRADING ON AIM

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 WYG pursuant to which Tetra Tech would acquire the entire issued and to be issued ordinary share capital of WYG (the "Acquisition"). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 27 June 2019, WYG announced that the Scheme was approved by a majority in number of Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent. by by value of the votes cast.

WYG and Tetra Tech are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 9 July 2019.

Exercise of options and admission of shares to trading on AIM

Upon the Court sanction of the Scheme earlier today, options granted under the WYG Share Plans have become exercisable over up to 1,065,125 ordinary shares of 0.1 pence each ("Ordinary Shares") and have been exercised in respect of 489,460 Ordinary Shares. To satisfy these exercised Options, WYG will issue 463,953 new Ordinary Shares and the balance (25,507) will be satisfied by existing Ordinary Shares held by WYG's employee benefit trust. As a consequence, application has been made to the London Stock Exchange for 463,953 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on 8 July 2019.

Upon Admission, the Company's issued share capital will consist of 73,799,118 Ordinary Shares with one voting right each and 4,540,758 Convertible Shares. The Company does not hold any Ordinary Shares in treasury. The International Securities Identification Number for WYG Ordinary Shares is GB00B5N5WH70.

Suspension of Trading on AIM

Dealings in WYG Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 9 July 2019. Subject to the Scheme becoming Effective, it is expected that the admission of WYG Shares to trading on AIM will be cancelled by no later than 7.00 a.m. on 10 July 2019.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to WYG Shareholders on 3 June 2019.

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: [phone] 
 
 
 N+1 Singer (Financial adviser under Rule 3 
  of the Code and broker to WYG) 
 Sandy Fraser                                 Tel: [phone] 
  Rachel Hayes 
  Justin McKeegan 
 
 
 MHP Communications (Public relations adviser 
  to WYG) 
 Katie Hunt                                     Tel: [phone] 
  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 is available free of charge on WYG's website at www.wyg.com/investors and Tetra Tech, Inc.'s website at www.tetratech.com/investors.

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 [phone] 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.

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 [e-mail] or visit www.rns.com.

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July 05, 2019 06:50 ET (10:50 GMT)