TIDMRPS
RNS Number : 5310A
Tetra Tech, 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 September 2022
RECOMMED CASH ACQUISITION
of
RPS Group plc
by
Tetra Tech UK Holdings Limited
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
Summary
-- The boards of Tetra Tech, Inc., Tetra Tech UK Holdings
Limited ("Tetra Tech") and RPS Group plc ("RPS") are pleased to
announce that they have reached agreement on the terms of a
recommended cash acquisition pursuant to which Tetra Tech (a
wholly-owned subsidiary of Tetra Tech, Inc.) will acquire the
entire issued and to be issued share capital of RPS. It is
anticipated that the Acquisition will be effected by means of a
scheme of arrangement under Part 26 of the Companies Act.
-- Under the terms of the Acquisition, RPS Shareholders will be
entitled to receive, for each RPS Share held:
222 pence in cash (the "Acquisition Price")
-- The Acquisition Price represents a premium of approximately:
-- 7.8 per cent. to the offer price of 206 pence per RPS Share
offered pursuant to the WSP Offer; and
-- 109.5 per cent. to the volume-weighted average price of 106
pence per RPS Share for the 90-day period ended 8 August 2022
(being the last Business Day prior to the start of the Offer
Period).
-- The Acquisition values the entire issued and to be issued
share capital of RPS at approximately GBP 636 million.
-- If, on or after the date of this announcement and on or prior
to the Effective Date, any dividend, distribution, or other return
of value is declared, made, or paid or becomes payable by RPS, the
Acquisition Price will be reduced accordingly. In such
circumstances, RPS Shareholders will be entitled to retain any such
dividend, distribution, or other return of value declared, made, or
paid. Further details are set out in paragraph 16 of this
announcement. For the avoidance of doubt, the interim dividend of
0.45 pence per RPS Share declared by RPS on 9 August 2022 will be
paid on 11 October 2022 and will not be deducted from the
Acquisition Price.
-- The Acquisition represents a multiple of approximately 16.0 x
the RPS Group's Last 12 Months' pre-IFRS 16 Adjusted EBITDA as at
30 June 2022 or 10.7x the RPS Group's estimated Last 12 Months'
pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 once the full
benefit of expected synergies are taken into account.
-- The Acquisition Price further represents a premium of
approximately 89.7 per cent. to the Closing Price per RPS Share of
117 pence on 8 August 2022 (being the last Business Day prior to
the start of the Offer Period).
-- The combined Tetra Tech and RPS will represent a premier
international consulting, engineering and program management firm,
and will leave RPS well-positioned to provide a strong platform to
drive long-term growth within the broader Enlarged Group.
-- The Acquisition is expected to be mid to high teen percent
accretive to Tetra Tech's adjusted earnings per share (EPS) after
realising the full benefit from an estimated GBP21 million in cost
synergies and integration into Tetra Tech. The cost to realise
these synergies is estimated to be approximately GBP16 million and
would be substantially incurred in first 12 months after
Completion. Adjusted EPS excludes one-time transaction related
costs and intangible amortisation.
RPS Recommendation
-- On 8 August 2022, the boards of WSP Global, WSP Holdings and
RPS announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which WSP Holdings, or another
wholly-owned subsidiary of WSP Global, would acquire the entire
issued and to be issued share capital of RPS, to be implemented by
a scheme of arrangement (the "WSP Offer"). The scheme document in
respect of the WSP Offer was published on 1 September 2022 which
included a unanimous recommendation from the RPS Directors to the
RPS Shareholders to vote in favour of the WSP Offer at the WSP
Offer Shareholder Meetings.
-- In light of the superior proposal per RPS Share from Tetra
Tech as compared to the WSP Offer, the RPS Directors, who have been
so advised by Gleacher Shacklock and AEC Advisors as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their financial
advice to the RPS Directors, Gleacher Shacklock and AEC Advisors
have taken into account the commercial assessments of the RPS
Directors. Gleacher Shacklock is providing independent financial
advice to the RPS Directors for the purposes of Rule 3 of the
Code.
-- Accordingly, the RPS Directors intend to recommend
unanimously that RPS Shareholders vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the RPS
General Meeting, each to be convened in due course. The RPS
Directors have withdrawn their recommendation of the WSP Offer and
will postpone the WSP Offer Shareholder Meetings. The RPS
Directors' unanimously support and intend to take the relevant
actions to implement the Acquisition.
Irrevocable Undertakings
-- Tetra Tech, Inc. and Tetra Tech have received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting (or, if
Tetra Tech, with the consent of the Panel, exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Aberforth Partners LLP (acting in its capacity as
a discretionary fund manager for clients) ("Aberforth"), The
Wellcome Trust Limited (as trustee of The Wellcome Trust) ("The
Wellcome Trust"), M&G Investment Management Ltd ("M&G") and
Artemis Investment Management LLP (acting in its capacity as
investment adviser for and on behalf of Artemis UK Smaller
Companies Fund) ("Artemis") in respect of a total of 60,315,982 RPS
Shares, representing, in aggregate, approximately 21.73 per cent.
of RPS' issued share capital on 22 September 2022 (being the latest
practicable date prior to this announcement).
-- Tetra Tech, Inc. and Tetra Tech have also received a
non-binding letter of intent from RWC Asset Management LLP ("RWC")
indicating their intent to support the Acquisition by way of the
Scheme, in respect of a total of 16,106,118 RPS Shares,
representing approximately 5.80 per cent of RPS' issued share
capital on 22 September 2022 (being the latest practicable date
prior to this announcement).
-- Therefore, as at the date of this announcement, Tetra Tech
has received irrevocable undertakings and letters of intent in
respect of a total of 76,422,100 RPS Shares, representing, in
aggregate, approximately 27.53 per cent. of RPS' issued share
capital on 22 September 2022 (being the latest practicable date
prior to this announcement).
-- Aberforth and The Wellcome Trust no longer intend to comply
with their respective irrevocable undertaking each dated 8 August
2022 and granted to WSP Global and WSP Holdings in respect of the
WSP Offer.
-- Further details of these irrevocable undertakings are set out
in Appendix III to this announcement.
Information on Tetra Tech, Inc.
-- Tetra Tech, Inc. is a premier global consulting and
engineering firm which provides high-end services for projects
worldwide. With 21,000 associates working together in over 100
countries, Tetra Tech, Inc. provides clear solutions to complex
problems in water, environment, sustainable infrastructure,
renewable energy, and international development. Tetra Tech, Inc.
is Leading with Science(R) to provide sustainable and resilient
solutions for its clients, having been ranked by Engineering
News-Record in 2022 as the number one consultancy in both water and
environmental management.
Information on RPS
Founded in 1970 and built on a legacy of environmental and
social engagement, RPS is a diversified and well-recognised global
professional services firm of approximately 5,000 talented
employees including consultants, designers, planners, engineers,
and technical specialists. As an established, technology enabled
consultancy that operates across a range of sectors, RPS provides
specialist services to government and private sector customers with
a focus on front-end consulting.
-- RPS creates shared value for all stakeholders by solving
problems that matter in a complex, urbanising, resource-scarce
world and concentrates its expertise on the parts of project
lifecycles that have the biggest impact on project outcomes, with a
strong sustainability agenda. The RPS Group has been widely
recognised in this respect, having been highly ranked for climate
change and energy consulting by the Environment Analyst for
2019/2020, a top 200 environmental firm by Engineering News-Record
in 2021 and recognised in 2021 as one of the first "carbon
champions" by the Institution of Civil Engineers. The RPS Shares
are listed on the Official List of the London Stock Exchange.
Timetable and conditions
-- It is intended that the Acquisition will be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act
(although Tetra Tech reserves the right to implement the
Acquisition by way of a Takeover Offer, subject to the Panel's
consent).
-- The Acquisition is conditional on, among other things, the
approval of the requisite majority of RPS Shareholders at the Court
Meeting and at the General Meeting. In order to become effective,
the Scheme must be approved by a majority in number of the RPS
Shareholders voting at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the RPS
Shares voted. In addition, a special resolution implementing the
Scheme must be passed by RPS Shareholders representing at least 75
per cent. of votes cast at the General Meeting. Following the Court
Meeting, the Scheme must also be sanctioned by the Court.
-- The Acquisition is also subject to the Conditions and further
terms set out in Appendix I to this announcement, including the
receipt of the relevant foreign investment clearances in Australia
and the United Kingdom, in each case to the extent required, as
well as the further terms and conditions of the Scheme Document
when issued.
-- Further details about the Acquisition (including the expected
timetable and notices of the Court Meeting and the General Meeting)
will be contained in the Scheme Document that will be distributed
to RPS Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) as soon
as practicable and, in any event, within 28 days of this
announcement (unless otherwise agreed by the Panel, Tetra Tech and
RPS).
Commenting on the Acquisition, Ken Lever, Chairman of RPS,
said:
"The Board of RPS is pleased to recommend Tetra Tech's offer,
which provides our shareholders with even greater value for their
shares. Our combination with Tetra Tech will provide attractive
opportunities and long-term benefits to our people and global
clients."
Furthermore, John Douglas, Chief Executive of RPS explained:
"Joining Tetra Tech represents a highly attractive combination of two leading companies in the industry for our clients and provides an ideal opportunity for our people to realise RPS' goals to meaningfully contribute to the world's most challenging problems in energy transformation and water management around the world. I am very excited about the future of our combined company and the benefits for our people and clients. By joining together, Tetra Tech provides RPS and its employees with a strong and culturally aligned platform that creates a pre-eminent consulting and engineering firm addressing
climate change and all its effects."
Commenting on the Acquisition, Dan Batrack, Tetra Tech, Inc.
Chairman and CEO, said:
"The RPS Group advances our long-term strategy to enhance our
position as the premier global high-end consultancy in water,
environment, sustainable infrastructure and energy transformation.
We welcome the RPS Group's associates to join us and collectively
leverage our long-term client relationships and project experience.
As a global consultancy with a commitment to high-end solutions, we
can offer our expanded team of associates even greater professional
opportunities."
This summary should be read in conjunction with the full text of
this announcement and its appendices. The Acquisition will be
subject to the Conditions and further terms set out in Appendix I
to this announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this
announcement contains the sources of information and bases of
calculations of certain information contained in this announcement,
Appendix III contains a summary of the irrevocable undertakings
received in relation to this Acquisition and Appendix IV contains
definitions of certain expressions used in this summary and in this
announcement. The appendices form part of this announcement.
Enquiries:
Tetra Tech
Jim Wu, Investor Relations + 1 626 470 2844
BofA Securities (Financial Adviser to Tetra Tech, Inc. and
Tetra Tech)
Edward Peel
Geoff Iles
Tom Brown +44 20 7628 1000
RPS
John Douglas , Chief Executive Officer
Judith Cottrell , Group Finance Director +44 1235 863 206
Gleacher Shacklock (Lead Financial Adviser
to RPS)
Tim Shacklock
James Dawson
Tom Quinn +44 20 7484 1150
AEC Advisors (Financial Adviser to RPS)
Andrej Avelini +1 917 763 0393
Berenberg (Joint Corporate Broker to RPS)
Toby Flaux /Ciaran Walsh / Milo Bonser
/ Tom Graham +44 (0) 20 3207 7800
RBC Capital Markets (Joint Corporate Broker
to RPS)
James Agnew / Jill Li / Daniel Saveski +44 (0) 20 7653 4000
Hogan Lovells International LLP is retained as international
legal adviser to Tetra Tech, Inc. and Tetra Tech . DLA Piper UK LLP
is retained as legal adviser to RPS.
Important Notices
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Tetra Tech, Inc. and Tetra Tech
in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than Tetra
Tech, Inc. and Tetra Tech for providing the protections afforded to
its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in
this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BofA Securities in connection with this announcement, any
statement contained herein or otherwise.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively as financial adviser to RPS and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than RPS for providing the protections
afforded to clients of Gleacher Shacklock nor for providing advice
in connection with the Acquisition or any matter referred to
herein.
AEC Advisors LLC ("AEC Advisors"), which provides M&A advice
under an exemption from registration issued by the United States
Securities and Exchange Commission, is acting exclusively as
financial adviser to RPS and no one else in connection with the
Acquisition and shall not be responsible to anyone other than RPS
for providing the protections afforded to clients of AEC Advisors
nor for providing advice in connection with the Acquisition or any
matter referred to herein. No representation or warranty, express
or implied, is made by AEC Advisors as to the contents of this
announcement.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an
offer to buy any securities, pursuant to the Acquisition or
otherwise.
The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, if the Acquisition is implemented
by way of a Takeover Offer, any document by which the Takeover
Offer is made) which, together with the Forms of Proxy (or forms of
acceptance), will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document or any document by which the
Acquisition is made.
This announcement has been prepared for the purpose of complying
with English and Welsh law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
In accordance with normal UK practice, Tetra Tech or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase RPS Shares,
other than pursuant to the Acquisition, until the date the Scheme
(or the Takeover Offer, if applicable) becomes effective, lapses or
is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
regulatory information service.
RPS and Tetra Tech will prepare the Scheme Document to be
distributed to RPS Shareholders. RPS and Tetra Tech urge RPS
Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the
Acquisition.
This announcement is not an advertisement and does not
constitute a prospectus or prospectus equivalent document.
This announcement contains inside information in relation to RPS
for the purposes of Article 7 of the Market Abuse Regulation. The
person responsible for arranging the release of this announcement
on behalf of RPS is Karen Atterbury, Company Secretary. RPS' Legal
Entity Identifier is 213800BHEVF3ZB6NG750.
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 Tetra Tech 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
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any 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 availability of the Acquisition to RPS Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority.
Additional information for US investors
RPS Shareholders in the United States should note that the
Acquisition relates to shares of an English company and is proposed
to be effected by means of a scheme of arrangement provided for
under, and governed by, the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
This announcement does not constitute or form a part of any
offer to sell or issue, or any solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities in the
United States. Neither the US Securities and Exchange Commission
nor any US state securities commission has approved or disapproved
or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the US.
However, if Tetra Tech were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer shall
be made in compliance with all applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Tetra Tech and no one else.
In the event that the Acquisition is implemented by way of a
Takeover Offer, in accordance with normal United Kingdom practice
and pursuant to Rule 14e-5(b) of the US Exchange Act, Tetra Tech or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of RPS outside the US, other than pursuant to
such Takeover Offer, during the period in which such Takeover Offer
would remain open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
Each RPS Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to RPS and/or the RPS Group
included in this announcement and the Scheme Document has been or
shall have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
RPS is organised under the laws of England and Wales. Some or
all of the officers and directors of RPS may be residents of
countries other than the United States. In addition, most of the
assets of RPS are located outside the United States. As a result,
it may be difficult for US shareholders of RPS to effect service of
process within the United States upon RPS or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States. It may also be difficult to compel RPS and its
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Cautionary note regarding Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by RPS, Tetra Tech or
any member of the Wider Tetra Tech Group or Wider RPS Group
contains statements which are, or may be deemed to be,
"forward-looking statements" under applicable securities laws. Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which RPS, Tetra Tech, any member of the Wider Tetra
Tech Group, the Wider RPS Group or the Enlarged Group shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
The forward-looking statements contained in this announcement
relate to future events, including RPS, Tetra Tech, any member of
the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged
Group's future prospects, developments and business strategies, the
expected timing and scope of the Acquisition, certain plans and
objectives of the boards of directors of RPS, Tetra Tech , any
member of the Wider Tetra Tech Group or Wider RPS Group,
expectations regarding whether the Acquisition will be completed,
including whether any conditions to Completion of the Acquisition
will be satisfied, and the anticipated timing for Completion, the
expected effects of the Acquisition on Tetra Tech, any member of
the Wider Tetra Tech Group or Wider RPS Group or the RPS Group; as
well as the financial condition, results of operations and
businesses of Tetra Tech, any member of the Wider Tetra Tech Group,
RPS or the Wider RPS Group following the implementation of the
Acquisition, and other statements other than historical facts.
These include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, economic
performance, synergies, indebtedness, financial condition, dividend
policy, losses and future prospects of RPS, Tetra Tech, the Wider
Tetra Tech Group, the Wider RPS Group and/or the Enlarged Group;
(ii) business and management strategies and the expansion and
growth of RPS', Tetra Tech's, any member of the Wider Tetra Tech
Group's, the Wider RPS Group's and/or the Enlarged Group's
operations, benefits and potential synergies resulting from the
Acquisition; (iii) expectations regarding the integration of the
Wider RPS Group and timing thereof; (iv) expectations regarding
anticipated cost savings, operating efficiencies and operational,
competitive and cost synergies, and the manner of achieving such
synergies; (v) the effects of global economic conditions and
governmental regulation on RPS', Tetra Tech's, any member of the
Wider Tetra Tech Group's, the Wider RPS Group's or the Enlarged
Group's businesses. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "will look to", "would
look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects",
"intends", "may", "will", "shall" or "should" or their negatives or
other variations or comparable terminology. Such forward-looking
statements reflect current beliefs of management of RPS, or Tetra
Tech, as applicable, and are based on certain factors and
assumptions, which by their nature are subject to inherent risks
and uncertainties. While RPS and Tetra Tech consider these factors
and assumptions to be reasonable based on information available as
at the date hereof, actual events or results could differ
materially from the results, predictions, forecasts, conclusions,
or projections expressed or implied in the forward-looking
statements.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in, and assumptions about, the
global, political, economic, business, competitive, market and
regulatory forces and conditions, future exchange and interest
rates, changes in tax rates, future business combinations or
disposals, any epidemic, pandemic or disease outbreak, the
satisfaction of the conditions to Completion of the Acquisition on
the proposed terms and schedule, the state of the global economy
and the economies of the regions in which RPS, Tetra Tech, the
Wider Tetra Tech Group and/or the Wider RPS Group operate, the
state of and access to global and local capital and credit markets,
the availability of borrowings to be drawn down under, and the
utilisation of, various elements and components of Tetra Tech's
financing plan in accordance with their respective terms; the
sufficiency of Tetra Tech's, the Wider Tetra Tech Group's or the
Wider RPS Group's liquidity and working capital requirements for
the foreseeable future; the ability of the Tetra Tech Group and the
Wider RPS Group to successfully integrate their respective
businesses, processes, systems and operations and retain key
employees, the Enlarged Group's ability to make acquisitions and
its ability to integrate or manage such acquired businesses, and
the anticipated impacts of the COVID-19 pandemic and the
Russia-Ukraine war on RPS', Tetra Tech's, the Wider Tetra Tech
Group's, the Wider RPS Group's or the Enlarged Group's businesses,
operating results, cash flows and/or financial condition, including
the effect of measures implemented as a result of the COVID-19
pandemic and the Russia-Ukraine war and, as relates to Tetra Tech
specifically, risks, uncertainties and assumptions relating to the
potential failure to realise anticipated benefits from the
Acquisition, currency exchange risk and foreign currency exposure
related to the purchase price of the Acquisition, the absence of
deal protection mechanisms under the Acquisition, Tetra Tech's
reliance upon information provided by RPS in connection with the
Acquisition and publicly available information, risks associated
with historical and pro forma financial information, potential
undisclosed costs or liabilities associated with the Acquisition,
Tetra Tech or RPS being adversely impacted during the pendency of
the Acquisition, and change of control and other similar provisions
and fees; Tetra Tech's ability to retain and attract new business,
achieve synergies and maintain market position arising from
successful integration plans relating to the Acquisition, Tetra
Tech's ability to otherwise complete the integration of RPS within
anticipated time periods and at expected cost levels, Tetra Tech's
ability to attract and retain key employees in connection with the
Acquisition, management's estimates and expectations in relation to
future economic and business conditions and other factors in
relation to the Acquisition and resulting impact on growth and
accretion in various financial metrics, the realisation of the
expected strategic, financial and other benefits of the Acquisition
in the timeframe anticipated, the accuracy and completeness of
public and other disclosure (including financial disclosure) by RPS
. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Accordingly, Tetra Tech and RPS can give no assurance
that such expectations, estimations or projections will prove to be
correct and such forward-looking statements should therefore be
construed in the light of such factors. Tetra Tech and RPS caution
that the foregoing list of risk factors is not exhaustive. Neither
RPS nor any of Tetra Tech or any member of the Wider Tetra Tech
Group or the Wider RPS Group, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement shall actually occur or that actual results will
be consistent with forward-looking statements. Given these risks
and uncertainties, readers should not place any reliance on
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Tetra Tech Group or
RPS Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Tetra Tech and RPS expressly disclaim any obligation to update
such statements other than as required by law or by the rules of
any competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Tetra Tech or RPS, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Tetra
Tech or RPS, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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.
(London time) 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
securities exchange offeror, they shall 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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by RPS Shareholders, persons with information
rights, participants in the RPS Share Plans and other relevant
persons for the receipt of communications from RPS may be provided
to Tetra Tech during the Offer Period as requested under Section 4
of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Tetra Tech's and RPS' websites at
https://www.tetratech.com/investor-offer and
https://www.rpsgroup.com/tetra-tech-offer , respectively, by no
later than 12 noon (London time) on 26 September 2022. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement .
RPS Shareholders, persons with information rights and
participants in the RPS Share Plans may request a hard copy of this
announcement by: ( i) telephoning Equiniti on +44 (0)345 504 9911
(lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales)); or (ii)
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. A
person so entitled may also request that all future documents,
announcements and information in relation to the Acquisition be
sent to them in hard copy form.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, RPS confirms that, as
at the date of this announcement, it has in issue and admitted to
trading on the main market of the London Stock Exchange 277,510,925
ordinary shares of three pence each. There are no ordinary shares
held in treasury. The International Securities Identification
Number (ISIN) of the ordinary shares is GB0007594764.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 September 2022
RECOMMED CASH ACQUISITION
of
RPS Group plc
by
Tetra Tech UK Holdings Limited
a wholly-owned subsidiary of Tetra Tech, Inc.
to be effected by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006
1 Introduction
The boards of Tetra Tech, Inc., Tetra Tech UK Holdings Limited
("Tetra Tech") and RPS Group plc ("RPS") are pleased to announce
that they have reached agreement on the terms of a recommended cash
acquisition pursuant to which Tetra Tech (a wholly-owned subsidiary
of Tetra Tech, Inc.) will acquire the entire issued and to be
issued share capital of RPS (the "Acquisition"). The Acquisition is
to be effected by means of a scheme of arrangement under Part 26 of
the Companies Act.
2 The Acquisition
Under the terms of the Acquisition, which is subject to the
Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Scheme Document, RPS
Shareholders will be entitled to receive, for each RPS Share
held:
222 pence in cash (the " Acquisition Price ")
The Acquisition Price represents a premium of approximately:
-- 7.8 per cent. to the offer price of 206 pence per RPS Share
offered pursuant to the WSP Offer; and
-- 109.5 per cent. to the volume-weighted average price of 106
pence per RPS Share for the 90-day period ended 8 August 2022
(being the last Business Day prior to the start of the Offer
Period).
The Acquisition values the entire issued and to be issued share
capital of RPS at approximately GBP 636 million.
If, on or after the date of this announcement and on or prior to
the Effective Date, any dividend, distribution or other return of
value is declared, made, or paid, or becomes payable by RPS, the
Acquisition Price will be reduced accordingly. In such
circumstances, RPS Shareholders will be entitled to retain any such
dividend, distribution, or other return of value declared, made, or
paid. For the avoidance of doubt, the interim dividend of 0.45
pence per RPS Share declared by RPS on 9 August 2022 will be paid
on 11 October 2022 and will not be deducted from the Acquisition
Price.
The Acquisition represents a multiple of approximately 16.0 x
the RPS Group's Last 12 Months' pre-IFRS 16 Adjusted EBITDA as at
30 June 2022 or 10.7 x the RPS Group's estimated Last 12 Months'
pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 once the full
benefit of expected synergies are taken into account.
The Acquisition Price further represents a premium of
approximately 89.7 per cent. to the Closing Price per RPS Share of
117 pence on 8 August 2022 (being the last Business Day prior to
the start of the Offer Period).
The Acquisition is expected to be mid to high teen percent
accretive to Tetra Tech's adjusted earnings per share (EPS) after
realising the full benefit from an estimated GBP21 million in cost
synergies and integration into Tetra Tech. The cost to realise
these synergies is estimated to be approximately GBP16 million and
would be substantially incurred in first 12 months after
Completion. Adjusted EPS excludes one-time transaction related
costs and intangible amortisation.
It is expected that the Scheme Document will be distributed to
RPS Shareholders as soon as reasonably practicable and, in any
event, within 28 days of this announcement (unless otherwise agreed
by the Panel, Tetra Tech and RPS).
3 Background to and reasons for the Acquisition
The directors of Tetra Tech believe that the combination of RPS
and Tetra Tech will bring each other a number of benefits, which
will position the Enlarged Group to further drive growth and
value:
-- The combination will represent a premier global consulting
and engineering firm Leading with Science(R) to deliver an enhanced
value proposition for clients through differentiated and innovative
solutions. RPS and Tetra Tech both have attractive low-risk,
high-margin portfolios, and RPS will help to diversify the Enlarged
Group's operations, further enhancing portfolio quality and
stability.
-- The Enlarged Group will have attractive positions in targeted
high growth areas. RPS enhances Tetra Tech's leading positions in
energy transformation and environmental management, as well as
significantly expanding the Enlarged Group's water practice in the
United Kingdom.
-- RPS has expansive global operations. The combination further
strengthens Tetra Tech's geographic presence in the United Kingdom
and Australia. In particular, RPS provides a platform for the
Enlarged Group in Europe, from which together it can accelerate
investment in future growth focused on energy transformation and
environmental management.
-- Tetra Tech has a global enterprise resource planning ("ERP")
and infrastructure system in place which RPS can take advantage of
to enhance its operations support services without further material
capital expenditures. The combination of RPS and Tetra Tech also
advances both companies' strategies to provide high-end consulting
with an emphasis on advanced data analytics and unique software
applications, such as those in water management, ocean analytics
and contaminant modelling.
-- Tetra Tech and RPS have common cultures and shared values.
Both are dynamic, engaging and innovative businesses, with a focus
on clients, safety, ethics, sustainability, performance, excellence
and growth. Together, the Enlarged Group will use a Leading with
Science(R) approach to address critical issues such as climate
change, resiliency and energy transformation.
4 Background to and reasons for the recommendation
At the time of the WSP Offer, the RPS Directors concluded that
the WSP Offer represented a full value for RPS and its intrinsic
value based on its future prospects and provided the opportunity
for RPS Shareholders to realise a significant premium and a certain
valuation in cash.
The Tetra Tech offer is a material increase and represents a
significantly higher cash price per share to RPS Shareholders.
Against this backdrop, the RPS Directors have carefully
considered the terms of Tetra Tech's offer and note that the cash
consideration of 222 pence per RPS Share represents:
-- an increase of 16 pence (or 7.8 per cent.) in cash for each
RPS Share as compared to the cash consideration under the WSP Offer
of 206 pence per RPS Share;
-- an attractive multiple of 18.0 x RPS' Adjusted EBITDA for the
12 months ended 31 December 2021 (on a pre-IFRS basis), which the
RPS Directors believe compares favourably to precedent transactions
in the sector;
-- a premium of 89.7 per cent. to the Closing Price per RPS
Share of 117 pence on 8 August 2022 (being the last Business Day
prior to the announcement of the WSP Offer) and 109.5 per cent. to
the volume-weighted average price of 106 pence per RPS Share for
the 90-day period ended 8 August 2022.
Furthermore, the RPS Directors have also had regard to Tetra
Tech's intentions for the business, management and employees of
RPS. The RPS Directors are pleased to note the importance attached
by Tetra Tech to the skills, knowledge and expertise of RPS'
management and employees in executing its acquisition strategy.
Accordingly, following careful consideration, the RPS Directors
intend unanimously to recommend the Acquisition to RPS Shareholders
and have hereby withdrawn their recommendation of the WSP Offer. In
light of their recommendation of the Acquisition by Tetra Tech, the
RPS Directors have decided to postpone the WSP Offer Shareholder
Meetings and a separate announcement to this effect will be made by
RPS.
5 Recommendation
On 8 August 2022, the boards of WSP Global, WSP Holdings and RPS
announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which WSP Holdings, or another
wholly-owned subsidiary of WSP Global, would acquire the entire
issued and to be issued share capital of RPS, to be implemented by
a scheme of arrangement (the " WSP Offer "). The scheme document in
respect of the WSP Offer was published on 1 September 2022 which
included a unanimous recommendation from the RPS Directors to the
RPS Shareholders to vote in favour of the WSP Offer at the WSP
Offer Shareholder Meetings.
In light of the superior proposal per RPS Share from Tetra Tech
as compared to the WSP Offer, the RPS Directors, who have been so
advised by Gleacher Shacklock and AEC Advisors as to the financial
terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their financial advice to the
RPS Directors, Gleacher Shacklock and AEC Advisors have taken into
account the commercial assessments of the RPS Directors. Gleacher
Shacklock is providing independent financial advice to the RPS
Directors for the purposes of Rule 3 of the Code.
Accordingly, the RPS Directors intend to recommend unanimously
that RPS Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the RPS General
Meeting, each to be convened in due course. The RPS Directors have
withdrawn their recommendation of the WSP Offer and will postpone
the WSP Offer Shareholder Meetings. The RPS Directors unanimously
support and intend to take the relevant actions to implement the
Acquisition.
6 Irrevocable undertakings
Tetra Tech, Inc. and Tetra Tech have received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting (or, if
Tetra Tech, with the consent of the Panel, exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Aberforth Partners LLP (acting in its capacity as
a discretionary fund manager for clients) ("Aberforth"), The
Wellcome Trust Limited (as trustee of The Wellcome Trust) ("The
Wellcome Trust"), M&G Investment Management Ltd ("M&G") and
Artemis Investment Management LLP (acting in its capacity as
investment adviser for and on behalf of Artemis UK Smaller
Companies Fund) ("Artemis") in respect of a total of 60,315,982 RPS
Shares, representing, in aggregate, approximately 21.73 per cent.
of RPS' issued share capital on 22 September 2022 (being the latest
practicable date prior to this announcement).
Tetra Tech, Inc. and Tetra Tech have also received a non-binding
letter of intent from RWC Asset Management LLP ("RWC") indicating
their intent to support the Acquisition by way of the Scheme, in
respect of a total of 16,106,118 RPS Shares, representing
approximately 5.80 per cent of RPS' issued share capital on 22
September 2022 (being the latest practicable date prior to this
announcement).
Therefore, as at the date of this announcement, Tetra Tech has
received irrevocable undertakings and letters of intent in respect
of a total of 76,422,100 RPS Shares, representing, in aggregate,
approximately 27.53 per cent. of RPS' issued share capital on 22
September 2022 (being the latest practicable date prior to this
announcement).
Aberforth and The Wellcome Trust no longer intend to comply with
their respective irrevocable undertaking each dated 8 August 2022
and granted to WSP Global and WSP Holdings in respect of the WSP
Offer.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
7 Information on Tetra Tech
Tetra Tech, Inc. is a leading provider of high-end consulting
and engineering services for projects worldwide. With more than
21,000 associates working together in over 100 countries, Tetra
Tech, Inc. provides clear solutions to complex problems in water,
environment, sustainable infrastructure, renewable energy, and
international development. Tetra Tech is Leading with Science(R) to
provide sustainable and resilient solutions for its clients, having
been ranked by Engineering News-Record in 2022 as the number one
consultancy in both water and environmental management.
Tetra Tech is a diverse company, including individuals with
expertise in science, research, engineering, data analytics and
information technology. Tetra Tech's strength is in collectively
providing integrated services - delivering the best solutions to
meet its clients' needs.
Tetra Tech's innovative, sustainable solutions help its clients
address their water, environment, sustainable infrastructure,
renewable energy, and international development challenges. Tetra
Tech has a depth of expertise in its key sectors and utilises that
expertise throughout the project life cycle. Our technical experts
have worked to develop a suite of technologies known as Tetra Tech
Delta which supports our clients to provide science based and
cutting-edge solutions. Tetra Tech's commitment to safety is
ingrained in its culture and at the forefront of every project.
Tetra Tech's core principles form the underpinning of how its
21,000 associates, who are technical experts in delivering more
than 70,000 projects per year around the world, work together to
serve their clients:
-- Service: Tetra Tech puts its clients first. Tetra Tech
listens better to understand its clients' needs and deliver smart,
cost-effective solutions that meet those needs.
-- Value: Tetra Tech takes its clients' problems as if they were
their own. Tetra Tech develops and implements real-world solutions
that are cost-effective, efficient, and practical.
-- Excellence: Tetra Tech brings superior technical capability,
disciplined project management, and excellence in safety and
quality to all of their work.
-- Opportunity: Tetra Tech's people are its number one asset.
Tetra Tech's workforce is diverse and includes technical experts in
their fields. Tetra Tech's entrepreneurial nature and commitment to
success provides challenges and opportunities for all of its
associates.
Tetra Tech is organised into two major business groups that
align with its core markets and enhance the development of high-end
consulting and technical solutions to meet its growing customer
demand.
-- Government Services Group (GSG) provides consulting and
engineering services worldwide for a broad range of U.S. government
clients (federal, state, and local) and all activities with global
development agencies. Services include water and waste management,
data analytics, environmental restoration, international
development, sustainable infrastructure design, and a broad range
of civil infrastructure design for facilities, transportation, and
regional and local development.
-- Commercial/International Services Group (CIG) provides
consulting and engineering services worldwide for a broad range of
commercial and international clients. Services include management
consulting, data analytics, environmental remediation, geotechnical
investigations, and design engineering.
Tetra Tech has long focused on helping its clients address
water, environment, sustainable infrastructure, renewable energy,
and international development needs. Tetra Tech leads and supports
programs that minimise their collective impacts on the environment
through the solutions Tetra Tech provides for its clients; through
its procurement and subcontracting practices; by the processes
Tetra Tech uses within the company to promote sustainable
practices, reduce costs, and minimise environmental impacts; and
through employee-supported activities such as volunteer work and
fundraising campaigns.
Tetra Tech's goal is to improve the lives of one billion people
by 2030. Because its biggest impact on the world is through the
projects performed for its clients, Tetra Tech tracks the total
number of lives improved from its projects. In addition, Tetra Tech
reports on the benefits of its projects associated with greenhouse
gas reduction, water, renewable energy, ecosystems, and social
& governance programs. The project impact analysis is aligned
with the Global Reporting Initiative (GRI) standards and the UN
Sustainable Development Goals (SDGs), which measure social benefit
and aim to reduce poverty in communities around the world.
8 Information on RPS and the RPS Group
RPS is a public limited company registered in England and Wales.
The RPS Shares are listed on the Official List of the London Stock
Exchange.
Founded in 1970 and built on a legacy of environmental and
social engagement, the RPS Group is a diversified and
well-recognised global professional services firm of approximately
5,000 talented employees including consultants, designers,
planners, engineers, and technical specialists. As an established
technology enabled consultancy that operates across a range of
sectors, the RPS Group provides specialist services to government
and private sector customers with a focus on front-end consulting.
The RPS Group creates shared value for all stakeholders by solving
problems that matter in a complex, urbanising, resource-scarce
world and concentrates its expertise on the parts of project
lifecycles that have the biggest impact on project outcomes, with a
strong sustainability agenda. The RPS Group has been widely
recognised in this respect, having been highly ranked for climate
change and energy consulting by the Environment Analysis for
2019/2020, a top 200 environmental firm by Engineering News-Record
in 2021 and recognised in 2021 as one of the first "carbon
champions" by the Institution of
Civil Engineers.
The RPS Group operates across approximately 100 offices in 12
countries, with more than 99 per cent. of its net revenue during
the 2021 financial year generated from its operations in OECD
countries. The majority of its net revenue during the 2021
financial year was generated from its operations in the United
Kingdom, Australia and the United States.
9 Strategic plans for RPS, its directors, management, employees, pensions, and locations
As summarised at paragraph 3 above, Tetra Tech believes that the
combination of RPS and Tetra Tech will bring both companies a
number of benefits, which will better position the Enlarged Group
as the technically differentiated leader in the markets it serves.
Tetra Tech's intention is for the RPS business to be integrated as
part of the Enlarged Group, providing an opportunity for the
Enlarged Group to accelerate future growth in a number of key
markets focussed on energy transformation and environmental
management as well as geographies primarily in the UK, Europe and
Australia. This growth should result not only from investments in
the ongoing business but also from strategic acquisitions focused
on environmental and climate change priorities, sustainable
resources, digital technology and advance data analytics.
Prior to the date of this announcement, Tetra Tech has been
granted access to targeted information and RPS' senior management
for the purposes of confirmatory due diligence. Tetra Tech has,
however, not yet had access to sufficiently detailed information
from this review to formulate detailed plans or intentions
regarding the impact of the Acquisition on RPS and its business.
Tetra Tech intends to work with RPS' management team to undertake a
detailed strategic evaluation of RPS and its business (with a
relatively broad remit), with a focus on the ERP system. As a
result, Tetra Tech's preliminary assessment of potential synergy
opportunities for the Acquisition is primarily based on its own
perspectives, previous acquisition experience and publicly
available information. Based on the foregoing, Tetra Tech
anticipates that cost synergies will be achieved through:
-- the rationalisation of corporate and support functions and
associated costs related with being a standalone UK public company
and from potential overlap in roles in central corporate functions
and administrative areas; and
-- potential optimisation of the Enlarged Group's portfolio of
real estate and offices where Tetra Tech and RPS are co-located in
certain geographies.
Based on its initial assessment of the information made
available through due diligence, Tetra Tech estimates that the
costs required to realise the cost synergies set out above will be
in the range of approximately GBP16 million in aggregate. The
Enlarged Group will also present an enhanced suite of services to
clients and, in addition, Tetra Tech will transition RPS onto its
IT/ERP systems in order to provide a more effective, robust and
efficient platform by which the combined operations can work
together.
Tetra Tech has not yet been able to carry out a detailed
strategic evaluation of RPS and its business (which is intended to
take up to 12 months from completion of the Acquisition) or made
any decisions in relation to specific actions that may be taken as
a result, but does not intend to change the focus of such
evaluation prior to its completion, with the full cost synergies
expected to be achieved over a 24-month period after Completion and
50 per cent. to be realised within the first 12 months after
Completion. Through these anticipated cost synergies, improved
efficiencies and revenue opportunities as part of the Enlarged
Group, Tetra Tech intends to improve the RPS Group's profit margins
to the same level as Tetra Tech's.
Directors, management and employees
Tetra Tech attaches great importance to the technical skills,
expertise and experience of the existing management and employees
of RPS, and Tetra Tech believes that they will be a key factor in
maximising the opportunities and benefits the Acquisition will
create for the Enlarged Group. Tetra Tech also recognises the value
of the RPS Group's professionals, noting that the RPS Group's brand
and culture are also largely a reflection of the quality of these
employees.
Tetra Tech recognises, however, that in order for the
Acquisition to achieve the intended benefits and generate cost
savings for the Enlarged Group, some corporate, administrative and
support function efficiencies, including investment in systems and
processes, may be implemented across the Enlarged Group following
completion of the Acquisition. Accordingly, it is anticipated that
there would be a potential reduction in third-party administrative
costs from overhead support and corporate management activities and
some targeted reductions in headcount of duplicative corporate
functions across the Enlarged Group. These third-party costs and
headcount reductions will predominantly come from overhead support
and corporate management activities, and will be mainly driven by
the optimisation of duplicative functions (with headcount
reductions anticipated to be approximately 125 employees
representing approximately 0.5 per cent. from the combined employee
base across the Enlarged Group). The Tetra Tech Group recognises
the core role the RPS Group's professional services employees have
in driving the RPS Group's success, viewing the Acquisition as an
opportunity to build the best team of professional service
employees, and as such does not expect any material changes to the
headcount of these client-facing individuals.
The finalisation and implementation of any reductions will be
subject to comprehensive planning and appropriate engagement with
stakeholders, in accordance with all relevant legal obligations.
Tetra Tech intends to approach the employee and management
integration process with the aim of retaining, motivating and
further developing the best talent across the Enlarged Group.
Tetra Tech plans to fully observe, following completion of the
Acquisition, contractual and statutory employment rights, including
in relation to pensions (and does not intend to change any
contractual contributions in respect of these), of all RPS
employees. Tetra Tech does not intend to make any material changes
to the conditions of employment of the employees (or the balance of
skills and functions of employees and management) of the RPS Group.
In particular, Tetra Tech intends for the current employer
contributions for the funding of the RPS Group's pension schemes
(including the funding of any scheme deficit in the RPS Group's
only defined benefit pension scheme in Norway, which is currently
closed to the admission of new members and Tetra Tech does not
intend to reopen such scheme to the admission of new members) to
continue on their current terms without change until the next
actuarial valuation of this scheme is obtained in accordance with
applicable legislation.
Proposals regarding incentivisation arrangements for management
and employees of RPS will be considered as part of the integration
review, following completion of the Acquisition. There are no such
proposed incentivisation arrangements for management at this time,
and no discussions have yet taken place, or will take place prior
to completion of the Acquisition.
On completion of the Acquisition, it is intended that the
non-executive directors of RPS will resign.
Headquarters, locations and fixed assets
Following Completion of the Acquisition, the Tetra Tech Group's
headquarters will continue to be in Pasadena, California, which
will serve as the head office of the Enlarged Group. The RPS Group
currently has its headquarters in Abingdon, Oxford, which Tetra
Tech intends to maintain as a regional hub and will use the
location to support the local region.
Tetra Tech intends to leverage the Enlarged Group's global
presence and may consolidate offices where feasible in the
geographies of Australia, North America and the UK to effect a
modest reduction in property expenses (albeit these cannot be
quantified at this time), and to enable colleagues to work more
closely together. The Enlarged Group, irrespective of the
combination of offices in close proximity to each other, will
continue to focus on remaining close to clients across Australia,
North America and the UK such that it intends to maintain a
substantive presence across multiple locations.
Other than as described above, Tetra Tech has no intention of
effecting a material change to RPS' strategic plans, operations or
locations of the business. In addition, Tetra Tech does not have
any firm intentions regarding any redeployment of RPS' fixed
assets.
Research and development
RPS does not currently have a research and development function
and Tetra Tech does not have any plans in this regard.
Trading facilities
RPS is currently listed on the Official List and, as set out in
paragraph 15 below, application will be made to the London Stock
Exchange to cancel trading in RPS Shares and de-list RPS from the
Official List. RPS will then be re-registered as a private company.
This will both save the costs incurred with the listing and give
RPS the flexibility to make more significant changes to its
strategy, financing and structure than may be possible with the
constraints and distractions associated with a listed company.
Tetra Tech intends to generate savings due to economies of scale
and operational efficiencies including from IT optimisation,
supplier optimisation and other operational and infrastructure
improvements across the two companies.
Views of the RPS Board
In considering the recommendation of the Acquisition to RPS
Shareholders, the RPS Directors have given due consideration to
Tetra Tech's intentions for the RPS Group, including employees. The
RPS Directors are pleased to note the importance attached by Tetra
Tech to the skills, knowledge and expertise of RPS' management and
employees and note Tetra Tech's intentions with respect to the
future operations of the business and its employees as well as its
intention to observe the existing contractual and statutory
employment rights of RPS employees. Additionally, the RPS Board
note Tetra Tech's intention to work with the RPS leadership in
relation to the integration of the RPS Group.
10 Arrangements between Tetra Tech and RPS management
Tetra Tech has not entered into, and has not had discussions on
proposals to enter into, any form of incentivisation arrangements
with members of RPS' management. However, Tetra Tech intend to put
in place incentivisation arrangements for certain members of the
management and certain key employees following Completion of the
Acquisition.
11 RPS Share Plans
Participants in the RPS Share Plans will be contacted regarding
the effect of the Acquisition on their rights under the RPS Share
Plans and, where required, appropriate proposals will be made to
such participants in due course. Further details of the terms of
such proposals will be included in the Scheme Document.
12 Financing
Funding of the Acquisition
Funding for the Acquisition is designed and structured with a
view to preserving Tetra Tech, Inc.'s credit profile whilst
complying with the requirements of the Code.
The cash consideration payable by Tetra Tech under the terms of
the Acquisition, together with certain fees and expenses in
connection with the Acquisition, is expected to be funded by a
combination of cash resources and the borrowing under debt
facilities to be entered into or otherwise available to Tetra Tech
as borrower. In support of its obligations to pay the cash
consideration and such fees and expenses, Tetra Tech has entered
into a GBP714 million (approximately US$800 million) plus US$350
million term loan bridge facility obtained from Bank of America,
N.A. (the "Bridge Facility"). Tetra Tech has obtained the fully
committed Bridge Facility from Bank of America, N.A., as
administrative agent and sole lender.
In due course, and in place of drawing under the Bridge
Facility, Tetra Tech intends to obtain and enter into: (i) a new
senior secured term loan facility; (ii) an amendment to its
existing revolving and term loan credit agreement to allow for the
borrowing of a portion of the revolving credit facility subject
only to certain limited conditions to funding for the purpose of
funding the Acquisition, and to make certain other changes to the
terms thereof in connection with the Acquisition; and (iii) other
long-term indebtedness.
BofA Securities , in its capacity as financial adviser to Tetra
Tech, Inc. and Tetra Tech, is satisfied that sufficient resources
are available to Tetra Tech to satisfy in full the cash
consideration payable to RPS Shareholders under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
13 Offer-related arrangements
Confidentiality Agreement
Tetra Tech,Inc. and RPS entered into a confidentiality agreement
dated 17 August 2022 (the "Confidentiality Agreement") pursuant to
which Tetra Tech has undertaken to: (i) keep confidential
information relating to, inter alia, the Acquisition and RPS and
not to disclose it to third parties (other than to certain
permitted parties) unless required by law or regulation; and (ii)
use the confidential information only in connection with the
Acquisition.
These confidentiality obligations remain in force for a period
of 12 months from the date of the Confidentiality Agreement or
until completion of the Acquisition, if earlier.
This agreement also includes customary non-solicitation
obligations on the Wider Tetra Tech Group.
Co-operation Agreement
Tetra Tech, Inc. and RPS have entered into a co-operation
agreement dated 23 September 2022 (the "Co-operation Agreement")
with respect to the conduct of the Acquisition. The terms of the
Co-operation Agreement provide that (among other things):
(i) Tetra Tech, Inc. shall use all reasonable endeavours to implement the Acquisition;
(ii) Tetra Tech, Inc. shall use its best endeavours to secure
the Clearances as soon as reasonably practicable, subject to RPS
using its best endeavours to co-operate with Tetra Tech and their
advisers in good faith and reasonably for the purposes of obtaining
the Clearances;
(iii) Tetra Tech, Inc. and RPS have agreed to certain customary
undertakings to co-operate in relation to such Clearances; and
(iv) Tetra Tech, Inc. has agreed to provide RPS with certain
information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme Document.
The Co-operation Agreement records the intention of Tetra Tech,
Inc. and RPS to implement the Acquisition by way of the Scheme,
subject to Tetra Tech Inc.'s right to switch to a Takeover Offer in
certain circumstances. Tetra Tech, Inc. and RPS have agreed to
certain customary provisions if the Scheme should switch to a
Takeover Offer.
The Co-operation Agreement also contains provisions that shall
apply in respect of directors' and officers' insurance and the RPS
Share Plans.
The Co-operation Agreement shall be terminated with immediate
effect if:
(i) Tetra Tech, Inc. and RPS so agree in writing;
(ii) upon service of notice by any party if, prior to the
Long-stop Date, any Condition has been invoked by Tetra Tech, Inc.
(where the invocation of the relevant Condition has been permitted
by the Panel) or any Condition which is incapable of waiver is
incapable of satisfaction;
(iii) the Acquisition is withdrawn or lapses in accordance with
its terms and, where required, with the consent of the Panel (other
than in certain limited circumstances); or
(iv) the Effective Date has not occurred by the Long-stop Date
(unless otherwise agreed by Tetra Tech, Inc. and RPS in writing or
required by the Panel).
Tetra Tech, Inc. has the right to terminate the Co-operation
Agreement in certain circumstances, including if:
(i) the RPS Board otherwise withdraws, adversely modifies or
adversely qualifies the recommendation provided in this
announcement, makes an announcement to that effect, or fails to
include the recommendation in the Scheme Document;
(ii) the RPS Board announces that it shall not convene the Court
Meeting or the General Meeting or that it does not intend to
publish the Scheme Document (other than where a switch to a
Takeover Offer has occurred);
(iii) if RPS makes an announcement that it will delay the
convening of, or will adjourn, the Court Meeting or General Meeting
to a date which is later than the latest date permitted by
Condition 2.1(ii) or Condition 2.2(ii) (other than in certain
circumstances);
(iv) a competing proposal is recommended in whole or in part by
the RPS Board or effected or is declared or becomes
unconditional;
(v) the Scheme is not approved by the RPS Shareholders at the
Court Meeting and/or the General Meeting;
(vi) the Court refuses to sanction the Scheme; or
(vii) the Court hearing to sanction the Scheme is not held on or
before thirty (30) days after all the Conditions have been
satisfied or waived (or such later date as may be agreed in writing
between the parties with the consent of the Panel and the approval
of the Court (if such consent and/or approval is required).
Regulatory Clean Team Protocol
Tetra Tech, Inc. and RPS have put in place a Regulatory Clean
Team Protocol which sets out how confidential information that is
competitively sensitive can be disclosed, used or shared between
Tetra Tech's external legal counsel and RPS' external legal counsel
for the purposes of obtaining the consent of competition
authorities and/or regulatory clearances in connection with the
Acquisition.
Confidentiality and Joint Defence Agreement
Tetra Tech, Inc., RPS and their respective external legal
counsels have entered into a Confidentiality and Joint Defence
Agreement, the purpose of which is to ensure that the exchange
and/or disclosure of certain materials relating to the parties only
takes place between their respective external legal counsels and
external experts, and does not diminish in any way the
confidentiality of such materials and does not result in a waiver
of privilege, right or immunity that might otherwise be
available.
14 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of
a Court-approved scheme of arrangement between RPS and RPS
Shareholders under Part 26 of the Companies Act, although Tetra
Tech reserves the right to implement the Acquisition by means of a
Takeover Offer (subject to Panel consent).
The purpose of the Scheme is to provide for Tetra Tech to become
the holder of the entire issued and to be issued share capital of
RPS. This is to be achieved by the transfer of the RPS Shares to
Tetra Tech, in consideration for which the RPS Shareholders will
receive cash consideration on the basis set out in paragraph 2 of
this announcement.
Any ordinary shares issued in the capital of RPS issued after
the Scheme Record Time will not be subject to the Scheme.
Accordingly, it is intended that, subject to receipt of the
requisite approvals by RPS Shareholders at the General Meeting, the
articles of association of RPS will be amended so that any ordinary
shares in the capital of RPS issued after the Scheme Record Time
other than to a member of the Tetra Tech Group will be
automatically acquired by Tetra Tech on the same terms as the
Scheme.
The Acquisition is subject to the Conditions and further terms
set out below and in Appendix I to this announcement and to be set
out in the Scheme Document and will only become effective if, among
other things, the following events occur on or before 11.59 p.m. on
the Long-stop Date:
(i) the approval of the Scheme by a majority in number of the
RPS Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent 75 per cent. in value
of the RPS Shares voted by those RPS Shareholders;
(i) the resolutions required to approve and implement the Scheme
(including, without limitation, the Special Resolution) being duly
passed by RPS Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment
thereof);
(ii) the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to RPS and Tetra Tech);
(iii) the delivery of a copy of the Court Order to the Registrar of Companies; and
(iv) satisfaction of foreign investment conditions in respect of
Australia and the United Kingdom, in each case as applicable and if
and to the extent required.
The Scheme will lapse if:
-- the Court Meeting and the General Meeting are not held by the
22nd day after the expected date of such meetings to be set out in
the Scheme Document in due course (or such later date as may be
agreed between Tetra Tech and RPS);
-- the Court Hearing is not held by the 22nd day after the
expected date of such hearing to be set out in the Scheme Document
in due course (or such later date as may be agreed between Tetra
Tech and RPS); or
-- the Scheme does not become effective by no later than 11.59
p.m. on the Long-stop Date,
provided, however, that the deadlines for the timing of the
Court Meeting, the General Meeting and the Court Hearing as set out
above may be waived by Tetra Tech, and the deadline for the Scheme
to become effective may be extended by agreement between RPS and
Tetra Tech with the consent of the Panel and, if required, the
Court.
Subject to satisfaction (or waiver, where applicable) of the
Conditions, the Scheme is expected to become effective by the end
of 2022.
Upon the Scheme becoming effective, it will be binding on all
RPS Shareholders, irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable
for its implementation, will be set out in the Scheme Document,
which will be distributed to RPS Shareholders as soon as
practicable and, in any event, within 28 days of this announcement
(unless otherwise agreed by the Panel, Tetra Tech and RPS).
15 De-listing and re-registration
Prior to the Scheme becoming effective, RPS will make an
application for the cancellation of trading of the RPS Shares on
the London Stock Exchange's main market for listed securities and
for the cancellation of the listing of RPS Shares on the Official
List, in each case to take effect on or shortly after the Effective
Date. The last day of dealings in RPS Shares on the main market of
the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of RPS
Shares will cease to be valid and entitlements to RPS Shares held
within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after
its shares are delisted, RPS will be re-registered as a private
limited company.
16 Dividends
If, on or after the date of this announcement and on or prior to
the Effective Date, any dividend, distribution, or other return of
value is declared, made or paid, or becomes payable by RPS, the
Acquisition Price will be reduced accordingly. In such
circumstances, RPS Shareholders would be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid. For the avoidance of doubt, the interim dividend of
0.45 pence per RPS Share declared by RPS on 9 August 2022 will be
paid on 11 October 2022 and will not be deducted from the
Acquisition Price.
17 Disclosure of Interests in RPS
Save in respect of the irrevocable undertakings referred to in
paragraph 6 above, as at the close of business on 22 September 2022
(being the last practicable date prior to the date of this
announcement) neither Tetra Tech, nor any of its directors, nor, so
far as Tetra Tech is aware, any person acting in concert (within
the meaning of the Code) with it has:
(i) any interest in or right to subscribe for any relevant securities of RPS;
(ii) any short positions in respect of relevant RPS Shares
(whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery;
(iii) any Dealing Arrangement, in relation to RPS Shares or in
relation to any securities convertible or exchangeable into RPS
Shares; nor
(iv) borrowed or lent any relevant RPS Shares (including, for
these purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Code), save for any
borrowed shares which had been either on-lent or sold.
"Interests in securities" for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities) . In particular, a person shall be
treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
It has not been practicable for Tetra Tech to make enquiries of
all of its concert parties in advance of the release of this
announcement. Therefore, all relevant details in respect of Tetra
Tech's concert parties will be included in any Opening Position
Disclosure required in accordance with Rule 8.1(a) and Note 2(a)(i)
on Rule 8 of the Code.
18 General
Tetra Tech reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a Takeover Offer for
the RPS Shares as an alternative to the Scheme. In such event, the
Takeover Offer shall be implemented on the same terms, so far as
applicable , and subject to the terms of the Co-operation Agreement
, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition
set (subject to the terms of the Co-operation Agreement) at a level
permitted by the Panel.
The Acquisition is subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. A summary of the irrevocable undertakings
given in relation to the Acquisition is contained in Appendix III
to this announcement. Certain terms used in this announcement are
defined in Appendix IV to this announcement.
It is expected that the Scheme Document and the Forms of Proxy
accompanying the Scheme Document will be distributed to RPS
Shareholders as soon as reasonably practicable and, in any event,
within 28 days of this announcement (unless otherwise agreed by the
Panel, Tetra Tech and RPS). The Scheme Document and Forms of Proxy
will be made available to all RPS Shareholders at no charge to
them.
BofA Securities, Gleacher Shacklock and AEC Advisors have each
given and not withdrawn their consent to the publication of this
announcement with the inclusion herein of the references to their
names in the form and context in which they appear.
19 Documents available on website
Copies of the following documents will be made available on
Tetra Tech's website at https://www.tetratech.com/investor-offer
and RPS' website at https://www.rpsgroup.com/tetra-tech-offer until
the Effective Date:
-- this announcement;
-- the Confidentiality Agreement;
-- the Co-operation Agreement;
-- the Regulatory Clean Team Protocol;
-- the Confidentiality and Joint Defence Agreement;
-- the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix III to this announcement;
-- documents relating to the financing of the Scheme referred to
in paragraph 12 above, including the Bridge Facility; and
-- consent letters from each of BofA Securities, Gleacher Shacklock and AEC Advisors.
For the avoidance of doubt, the contents of Tetra Tech's and
RPS' websites are not incorporated into and do not form part of
this announcement.
Enquiries:
Tetra Tech
Jim Wu, Investor Relations + 1 626 470 2844
BofA Securities (Financial Adviser to
Tetra Tech, Inc. and Tetra Tech)
Edward Peel
Geoff Iles
Tom Brown +44 20 7628 1000
RPS
John Douglas, Chief Executive Officer
Judith Cottrell, Group Finance Director +44 1235 863 206
Gleacher Shacklock (Lead Financial Adviser
to RPS)
Tim Shacklock
James Dawson
Tom Quinn +44 20 7484 1150
AEC Advisors (Financial Adviser to RPS)
Andrej Avelini +1 917 763 0393
Berenberg (Joint Corporate Broker to RPS)
Toby Flaux / Ciaran Walsh / Milo Bonser +44 (0) 20 3207
/ Tom Graham 7800
RBC Capital Markets (Joint Corporate Broker
to RPS) +44 (0) 20 7653
James Agnew / Jill Li / Daniel Saveski 4000
Hogan Lovells International LLP is retained as international
legal adviser to Tetra Tech, Inc. and Tetra Tech. DLA Piper UK LLP
is retained as legal adviser to RPS.
Important Notices
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Tetra Tech, Inc. and Tetra Tech
in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than Tetra
Tech, Inc. and Tetra Tech for providing the protections afforded to
its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in
this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of BofA Securities in connection with this announcement, any
statement contained herein or otherwise.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the UK by the Financial Conduct
Authority, is acting exclusively as financial adviser to RPS and no
one else in connection with the Acquisition and shall not be
responsible to anyone other than RPS for providing the protections
afforded to clients of Gleacher Shacklock nor for providing advice
in connection with the Acquisition or any matter referred to
herein.
AEC Advisors LLC ("AEC Advisors"), which provides M&A advice
under an exemption from registration issued by the United States
Securities and Exchange Commission, is acting exclusively as
financial adviser to RPS and no one else in connection with the
Acquisition and shall not be responsible to anyone other than RPS
for providing the protections afforded to clients of AEC Advisors
nor for providing advice in connection with the Acquisition or any
matter referred to herein. No representation or warranty, express
or implied, is made by AEC Advisors as to the contents of this
announcement.
Further Information
This announcement is for information purposes only and is not
intended to be and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an
offer to buy any securities, pursuant to the Acquisition or
otherwise.
The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, if the Acquisition is implemented
by way of a Takeover Offer, any document by which the Takeover
Offer is made) which, together with the Forms of Proxy (or forms of
acceptance), will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document or any document by which the
Acquisition is made.
This announcement has been prepared for the purpose of complying
with English and Welsh law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
In accordance with normal UK practice, Tetra Tech or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase RPS Shares,
other than pursuant to the Acquisition, until the date the Scheme
(or the Takeover Offer, if applicable) becomes effective, lapses or
is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
regulatory information service.
RPS and Tetra Tech will prepare the Scheme Document to be
distributed to RPS Shareholders. RPS and Tetra Tech urge RPS
Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the
Acquisition. This announcement is not an advertisement and does not
constitute a prospectus or prospectus equivalent document.
This announcement contains inside information in relation to RPS
for the purposes of Article 7 of the Market Abuse Regulation. The
person responsible for arranging the release of this announcement
on behalf of RPS is Karen Atterbury, Company Secretary. RPS' Legal
Entity Identifier is 213800BHEVF3ZB6NG750.
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 Tetra Tech 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
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any 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 availability of the Acquisition to RPS Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority.
Additional information for US investors
Shareholders in the United States should note that the
Acquisition relates to shares of an English company and is proposed
to be effected by means of a scheme of arrangement provided for
under, and governed by, the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
This announcement does not constitute or form a part of any
offer to sell or issue, or any solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities in the
United States. Neither the US Securities and Exchange Commission
nor any US state securities commission has approved or disapproved
or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the US.
However, if Tetra Tech were to elect to implement the
Acquisition by means of a Takeover Offer, such Takeover Offer shall
be made in compliance with all applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Tetra Tech and no one else.
In the event that the Acquisition is implemented by way of
Takeover Offer, in accordance with normal United Kingdom practice
and pursuant to Rule 14e-5(b) of the US Exchange Act, Tetra Tech or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of RPS outside the US, other than pursuant to
such Takeover Offer, during the period in which such Takeover Offer
would remain open for acceptance. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com .
Each RPS Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to RPS and/or the RPS Group
included in this announcement and the Scheme Document has been or
shall have been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
RPS is organised under the laws of England and Wales. Some or
all of the officers and directors of RPS may be residents of
countries other than the United States. In addition, most of the
assets of RPS are located outside the United States. As a result,
it may be difficult for US shareholders of RPS to effect service of
process within the United States upon RPS or their respective
officers or directors or to enforce against them a judgment of a US
court predicated upon the federal or state securities laws of the
United States. It may also be difficult to compel RPS and its
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Cautionary note regarding Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by RPS, Tetra Tech or
any member of the Wider Tetra Tech Group or Wider RPS Group
contains statements which are, or may be deemed to be,
"forward-looking statements" under applicable securities laws. Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which RPS, Tetra Tech, any member of the Wider Tetra
Tech Group, the Wider RPS Group or the Enlarged Group shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
The forward-looking statements contained in this announcement
relate to future events, including RPS, Tetra Tech, any member of
the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged
Group's future prospects, developments and business strategies, the
expected timing and scope of the Acquisition, certain plans and
objectives of the boards of directors of RPS, Tetra Tech, any
member of the Wider Tetra Tech Group or Wider RPS Group,
expectations regarding whether the Acquisition will be completed,
including whether any conditions to Completion of the Acquisition
will be satisfied, and the anticipated timing for Completion, the
expected effects of the Acquisition on Tetra Tech, any member of
the Wider Tetra Tech Group or Wider RPS Group or the RPS Group; as
well as the financial condition, results of operations and
businesses of Tetra Tech, any member of the Wider Tetra Tech Group,
RPS or the Wider RPS Group following the implementation of the
Acquisition, and other statements other than historical facts.
These include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, economic
performance, synergies, indebtedness, financial condition, dividend
policy, losses and future prospects of RPS, Tetra Tech, the Wider
Tetra Tech Group, the Wider RPS Group and/or the Enlarged Group;
(ii) business and management strategies and the expansion and
growth of RPS', Tetra Tech's, any member of the Wider Tetra Tech
Group's, the Wider RPS Group's and/or the Enlarged Group's
operations, benefits and potential synergies resulting from the
Acquisition; (iii) expectations regarding the integration of the
Wider RPS Group and timing thereof; (iv) expectations regarding
anticipated cost savings, operating efficiencies and operational,
competitive and cost synergies, and the manner of achieving such
synergies; (v) the effects of global economic conditions and
governmental regulation on RPS', Tetra Tech's, any member of the
Wider Tetra Tech Group's, the Wider RPS Group's or the Enlarged
Group's businesses. In some cases, these forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "will look to", "would
look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects",
"intends", "may", "will", "shall" or "should" or their negatives or
other variations or comparable terminology. Such forward-looking
statements reflect current beliefs of management of RPS, or Tetra
Tech, as applicable, and are based on certain factors and
assumptions, which by their nature are subject to inherent risks
and uncertainties. While RPS and Tetra Tech consider these factors
and assumptions to be reasonable based on information available as
at the date hereof, actual events or results could differ
materially from the results, predictions, forecasts, conclusions,
or projections expressed or implied in the forward-looking
statements.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in, and assumptions about, the
global, political, economic, business, competitive, market and
regulatory forces and conditions, future exchange and interest
rates, changes in tax rates, future business combinations or
disposals, any epidemic, pandemic or disease outbreak, the
satisfaction of the conditions to Completion of the Acquisition on
the proposed terms and schedule, the state of the global economy
and the economies of the regions in which RPS, Tetra Tech, the
Wider Tetra Tech Group and/or the Wider RPS Group operate, the
state of and access to global and local capital and credit markets,
the availability of borrowings to be drawn down under, and the
utilisation of, various elements and components of Tetra Tech's
financing plan in accordance with their respective terms; the
sufficiency of Tetra Tech's, the Wider Tetra Tech Group's or the
Wider RPS Group's liquidity and working capital requirements for
the foreseeable future; the ability of the Tetra Tech Group and the
Wider RPS Group to successfully integrate their respective
businesses, processes, systems and operations and retain key
employees, the Enlarged Group's ability to make acquisitions and
its ability to integrate or manage such acquired businesses, and
the anticipated impacts of the COVID-19 pandemic and the
Russia-Ukraine war on RPS', Tetra Tech' s , the Wider Tetra Tech
Group's, the Wider RPS Group's or the Enlarged Group's businesses,
operating results, cash flows and/or financial condition, including
the effect of measures implemented as a result of the COVID-19
pandemic and the Russia-Ukraine war and, as relates to Tetra Tech
specifically, risks, uncertainties and assumptions relating to the
potential failure to realise anticipated benefits from the
Acquisition, currency exchange risk and foreign currency exposure
related to the purchase price of the Acquisition, the absence of
deal protection mechanisms under the Acquisition, Tetra Tech's
reliance upon information provided by RPS in connection with the
Acquisition and publicly available information, risks associated
with historical and pro forma financial information, potential
undisclosed costs or liabilities associated with the Acquisition,
Tetra Tech or RPS being adversely impacted during the pendency of
the Acquisition, and change of control and other similar provisions
and fees; Tetra Tech's ability to retain and attract new business,
achieve synergies and maintain market position arising from
successful integration plans relating to the Acquisition, Tetra
Tech's ability to otherwise complete the integration of RPS within
anticipated time periods and at expected cost levels, Tetra Tech's
ability to attract and retain key employees in connection with the
Acquisition, management's estimates and expectations in relation to
future economic and business conditions and other factors in
relation to the Acquisition and resulting impact on growth and
accretion in various financial metrics, the realisation of the
expected strategic, financial and other benefits of the Acquisition
in the timeframe anticipated, the accuracy and completeness of
public and other disclosure (including financial disclosure) by RPS
. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions prove incorrect, actual
results may differ materially from those expected, estimated or
projected. Accordingly, Tetra Tech and RPS can give no assurance
that such expectations, estimations or projections will prove to be
correct and such forward-looking statements should
therefore be construed in the light of such factors. Tetra Tech
and RPS caution that the foregoing list of risk factors is not
exhaustive. Neither RPS nor any of Tetra Tech or any member of the
Wider Tetra Tech Group or the Wider RPS Group, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement shall actually occur or that actual results
will be consistent with forward-looking statements. Given these
risks and uncertainties, readers should not place any reliance on
forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Tetra Tech Group or
RPS Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Tetra Tech and RPS expressly disclaim any obligation to update
such statements other than as required by law or by the rules of
any competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Tetra Tech or RPS, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Tetra
Tech or RPS, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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.
(London time) 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
securities exchange offeror, they shall 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 Panel's website at http://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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by RPS Shareholders, persons with information
rights, participants in the RPS Share Plans and other relevant
persons for the receipt of communications from RPS may be provided
to Tetra Tech during the Offer Period as requested under Section 4
of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.
Publication on website and availability of hard copies
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Tetra Tech's and RPS' websites at
https://www.tetratech.com/investor-offer and
https://www.rpsgroup.com/tetra-tech-offer, respectively, by no
later than 12 noon (London time) on 26 September 2022. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement .
RPS Shareholders, persons with information rights and
participants in the RPS Share Plans may request a hard copy of this
announcement by: (i) telephoning Equiniti on +44 (0)345 504 9911
(lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales)); or (ii) by
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. A
person so entitled may also request that all future documents,
announcements and information in relation to the Acquisition be
sent to them in hard copy form.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, RPS confirms that, as
at the date of this announcement, it has in issue and admitted to
trading on the main market of the London Stock Exchange 277,510,925
ordinary shares of three pence each. There are no ordinary shares
held in treasury. The International Securities Identification
Number (ISIN) of the ordinary shares is GB0007594764.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than
11.59 p.m. on the Long-stop Date or such later date (if any) as
Tetra Tech and RPS may, with the consent of the Panel, agree and,
if required, the Court may allow.
2 The Scheme shall be subject to the following conditions:
2.1
(i) its approval by a majority in number of the RPS Shareholders
who are present and vote, whether in person or by proxy, at the
Court Meeting and who represent 75 per cent. or more in value of
the RPS Shares voted by those RPS Shareholders; and
(ii) such Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed
by Tetra Tech and RPS and, if required, the Court may allow );
2.2
(i) the resolutions required to implement the Scheme (including,
without limitation, the Special Resolution) being duly passed by
RPS Shareholders representing 75 per cent. or more of votes cast at
the General Meeting; and
(ii) such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed
by Tetra Tech and RPS and, if required, the Court may allow );
2.3
(i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to RPS and Tetra Tech) and the delivery of a copy of the
Court Order to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed
by Tetra Tech and RPS and, if required, the Court may allow).
3 In addition, subject as stated in Part B of this Appendix
below and to the requirements of the Panel, the Acquisition shall
be conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived:
Official authorisations, regulatory clearances and Third Party
clearances
Foreign investment clearances
Australia
(a) the Commonwealth Treasurer (or his delegate):
(i) providing written notice under the Foreign Acquisitions and
Takeovers Act 1975 (Cth) ("FATA") stating that, or to the effect
that, the Commonwealth Government has no objection to the
Acquisition, either on an unconditional basis or subject only
to:
-- tax-related conditions which are in the form, or
substantially in the form, of those set out in 1 to 6 of Part D of
the Australian Foreign Investment Review Board's Guidance Note 12
on 'Tax Conditions' (in the form released on 9 July 2021); and
-- any other conditions which are offered and/or accepted by Tetra Tech; or
(ii) becomes precluded by passage of time from making any order
or decision under Division 2 of Part 3 of the FATA in respect of
the Acquisition and the 10 day period referred to in section
82(2)(a) of the FATA has ended or the period referred to in section
82(2)(b) of the FATA has ended (whichever is applicable); or
(iii) where an interim order is made under section 68 of the
FATA in respect of the Acquisition, the subsequent period for
making an order or decision under Part 3 of the FATA elapses
without the Commonwealth Treasurer making such an order or
decision; or
(iv) the Commonwealth Treasurer (or the Commonwealth Treasurer's
delegate) has provided written confirmation to Tetra Tech that the
Acquisition is exempt from the requirements of the FATA,
whichever occurs first;
United Kingdom
(b) Pursuant to the National Security and Investment Act 2021
(the "NSIA"), a notification having been accepted by the Secretary
of State for Business, Energy and Industrial Strategy (the
"Secretary of State") and:
(i) the Secretary of State confirms before the end of the review
period that no further action will be taken in relation to the
Acquisition; or
(ii) if the Secretary of State issues a call-in notice in
relation to the Acquisition, the receipt of confirmation that the
Secretary of State will take no further action in relation to the
call-in notice and the Acquisition under the NSIA; or
(iii) the Secretary of State makes a final order in relation to
the Acquisition (and, to the extent relevant, all conditions or
obligations contained in such an order necessary for Completion of
the Acquisition having been satisfied or complied with or any
restriction preventing Completion having been lifted or
released);
Notifications, waiting periods and Authorisations
(c) other than in relation to the matters referred to in
Conditions 3(a) to (b)) (inclusive), all material notifications,
filings or applications which are required by legislation,
regulation, decision or ruling by any Relevant Authority having
been made in connection with the Acquisition and all necessary
waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in each case in respect of the Acquisition and
all Authorisations required by legislation, regulation, decision or
ruling by any Relevant Authority in any jurisdiction for or in
respect of the Acquisition and, except pursuant to Chapter 3 of
Part 28 of the Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or
management of, RPS or any other member of the Wider RPS Group by
any member of the Wider Tetra Tech Group having been obtained in
terms and in a form satisfactory to Tetra Tech from all appropriate
Third Parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the
Wider RPS Group or the Wider Tetra Tech Group has entered into
contractual arrangements and all such Authorisations necessary to
carry on the business of any member of the Wider RPS Group in any
jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the
Acquisition becomes otherwise unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations;
General anti-trust and regulatory
(d) other than in relation to the matters referred to in
Conditions 3(a) to (b)) (inclusive), no antitrust regulator or
Third Party (including, for the avoidance of doubt, the Committee
on Foreign Investment in the United States) having given notice of
a decision to take or implement any action, proceeding, suit,
investigation or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise
having done anything, or having enacted or made any statute,
regulation, decision, order or change to published binding practice
(and in each case, not having withdrawn the same) and there not
continuing to be outstanding any statute, regulation, decision or
order which (to an extent which is material in the context of the
Acquisition, the Wider RPS Group or the Wider Tetra Tech Group, as
the case may be, in each case taken as a whole):
(i) prevents the divestiture or alters the terms envisaged for
such divestiture by any member of the Wider Tetra Tech Group or by
any member of the Wider RPS Group of all or any part of its
businesses, assets or property;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, requires any member of the Wider Tetra Tech Group or the Wider
RPS Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider RPS Group or any asset owned by any Third Party (other than
in the implementation of the Acquisition);
(iii) imposes any limitation on the ability of any member of the
Wider Tetra Tech Group directly or indirectly to acquire or hold
all or any rights of ownership in respect of shares or other
securities in RPS;
(iv) results in any member of the Wider RPS Group or any member
of the Wider Tetra Tech Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(v) makes the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in RPS by
any member of the Wider Tetra Tech Group void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevents or prohibits the implementation of
the Acquisition or the acquisition or proposed acquisition of any
shares or other securities in RPS by any member of the Wider Tetra
Tech Group;
Certain matters arising as a result of any arrangement,
agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider RPS Group is a party or
by or to which any such member or any of its assets is or may be
bound, entitled or be subject or any event or circumstance which,
as a consequence of the Acquisition or the acquisition or the
proposed acquisition by any member of the Wider Tetra Tech Group of
any shares or other securities (or the equivalent) in RPS or
because of a change in the control or management of any member of
the Wider RPS Group or otherwise, could or might reasonably be
expected to result in (in any case to an extent which is material
in the context of the Acquisition, the Wider RPS Group or the Wider
Tetra Tech Group, as the case may be, in each case taken as a
whole):
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
RPS Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider RPS Group or any such mortgage,
charge or other security interest (whenever created, arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
Wider RPS Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(iv) any liability of any member of the Wider RPS Group to make
any severance, termination, bonus or other payment to any of its
directors, or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider RPS Group or any member of the Wider
Tetra Tech Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider RPS Group or any member of the Wider Tetra Tech
Group in or with any other person or body or firm or company (or
any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any member of the Wider RPS Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider RPS Group being prejudiced or
adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider RPS Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider RPS Group is a party or
by or to which any such member or any of its assets are bound,
entitled or subject, would or might result in any of the events or
circumstances as are referred to in Conditions 3(f) (i) to
(viii);
Certain events occurring since 31 December 2021
(f) except as Disclosed, no member of the Wider RPS Group having since 31 December 2021:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of RPS
Shares out of treasury (except, where relevant, as between RPS and
wholly-owned subsidiaries of RPS or between the wholly-owned
subsidiaries of RPS and except for the issue or transfer out of
treasury of RPS Shares on the exercise of employee share options or
vesting of employee share awards in the ordinary course under the
RPS Share Plans);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
RPS to RPS or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between RPS and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of RPS and transactions in
the ordinary course of business), implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider RPS Group taken as a
whole;
(iv) except for transactions between RPS and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of RPS and
except for transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any material asset or authorised, proposed or announced any
intention to do so;
(v) (except for transactions between RPS and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of RPS),
issued, authorised or proposed, or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which is
material in the context of the Wider RPS Group as a whole;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of a nature or magnitude
which is likely to be materially restrictive on the business of any
member of the Wider RPS Group;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with
any director or senior executive of any member of the Wider RPS
Group;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider RPS Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider RPS Group as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider RPS Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the
Wider RPS Group taken as a whole;
(xii) save for as envisaged in accordance with the terms of the
Scheme, made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xiii) except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any change to:
(a) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider RPS Group
for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(c) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(d) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to,
to an extent which is in any such case material in the context
of the Wider RPS Group;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xv) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xvi) (except for transactions between RPS and its wholly-owned
subsidiaries or between RPS' wholly-owned subsidiaries), made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities;
(xviii) having taken (or agreed or proposed to take) any action
which requires or would require, the consent of the Panel or the
approval of RPS Shareholders in general meeting in accordance with,
or as contemplated by, Rule 21.1 of the Code; or
(xix) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 3(g);
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 December 2021 there having been:
(i) no adverse change and no circumstance having arisen which
would or might be expected to result in any adverse change in the
business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider RPS
Group which is material in the context of the Wider RPS Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of any member of the Wider RPS Group or to which any member
of the Wider RPS Group is or may become a party (whether as
claimant, defendant or otherwise) having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider RPS Group, in each case which
might reasonably be expected to have a material adverse effect on
the Wider RPS Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider RPS Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider RPS Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider RPS Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to Tetra Tech or increased other than in the ordinary
course of business which is reasonably likely to affect adversely
the business, assets, financial or trading position or profits or
prospects of any member of the Wider RPS Group to an extent which
is material in the context of the Wider RPS Group taken as a whole;
and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider RPS Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the Wider RPS Group taken as a
whole;
No discovery of certain matters regarding information,
liabilities and environmental issues
(h) except as Disclosed, Tetra Tech not having discovered that:
(i) any financial, business or other information concerning the
Wider RPS Group publicly announced prior to the date of this
announcement or disclosed at any time to any member of the Wider
RPS Group by or on behalf of any member of the Wider RPS Group
prior to the date of this announcement is misleading, contains a
material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case
to a material extent;
(ii) any member of the Wider RPS Group or any partnership,
company or other entity in which any member of the Wider RPS Group
has a significant economic interest and which is not a subsidiary
undertaking of RPS is, otherwise than in the ordinary course of
business, subject to any liability, contingent or otherwise and
which is material in the context of the Wider RPS Group taken as a
whole;
(iii) any past or present member of the Wider RPS Group has not
complied in any material respect with all applicable legislation,
regulations or other requirements of any jurisdiction or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any material liability, including any penalty for non-compliance
(whether actual or contingent) on the part of any member of the
Wider RPS Group;
(iv) there has been a material disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation) would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider RPS Group;
(v) there is or is likely to be any material obligation or
liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Wider RPS Group (or on its behalf), or in which any such
member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, common law,
regulation, notice, circular, Authorisation or order of any Third
Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation
thereto;
(vi) circumstances exist (whether as a result of making the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting (or whereby any member of the Wider
RPS Group would be likely to be required to institute), an
environment audit or take any steps which would in any such case be
reasonably likely to result in any actual or contingent liability
to improve or install new plant or equipment or to make good,
repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any
past or present member of the Wider RPS Group (or on its behalf) or
by any person for which a member of the Wider RPS Group is or has
been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest, which is
material in the context of the Wider RPS Group taken as a
whole;
Anti-corruption
(i) Tetra Tech not having discovered that:
(i) any past or present member, director, officer or employee of
the Wider RPS Group or any person that performs or has performed
services for or on behalf of any such company is or has engaged in
any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010, the US Foreign Practices Act of 1977 or
any other applicable anti-corruption legislation; or
(ii) any member of the Wider RPS Group is ineligible to be
awarded any contract or business under regulation 57 of the Public
Contracts Regulations 2015 or regulation 80 of the Utilities
Contracts Regulations 2015 (each as amended); or
(iii) any past or present member, director, officer or employee
of the Wider RPS Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with, made any investments in, or made any payments or assets
available to or received any funds or asset from: (A) any
government, entity, or individual with which UK, US or Canadian or
European Union persons (or persons operating in those territories)
are prohibited from engaging in activities, doing business or from
receiving or making available funds or economic resources, by UK,
US, Canadian or European Union laws or regulations, including the
economic sanctions administered by the United States Office of
Foreign Assets Control; or (B) any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
UK, United States or the European Union or any of its member
states; or
(iv) any past or present member, director, officer or employee
of the Wider RPS Group has engaged in any transaction which would
cause any member of the Wider Tetra Tech Group to be in breach of
applicable law or regulation upon Completion of the Acquisition,
including the economic sanctions of the United States Office of
Foreign Assets Control or any government, entity or individual
targeted by any of the economic sanctions of the United Nations,
UK, United States or the European Union or any of its member
states; or
No criminal property
(j) Tetra Tech not having discovered that any asset of any
member of the Wider RPS Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B: Certain further terms of the Acquisition
1
Subject to the requirements of the Panel, Tetra Tech reserves
the right, in its sole discretion, to waive, in whole or in part,
all or any of the Conditions set out in Part A of Appendix I above,
except Conditions 2.1 (i), 2.2 (i), and 2.3 (i), which cannot be
waived. If any of Conditions 2.1 (ii), 2.2 (ii) and 2.3 (ii) is not
satisfied by the relevant deadline specified in the relevant
Condition, Tetra Tech shall make an announcement by 8.00 a.m. on
the Business Day following such deadline confirming whether it has
invoked the relevant Condition, waived the relevant deadlines, or
agreed with RPS to extend the relevant deadline.
2 If Tetra Tech is required by the Panel to make an offer for
RPS Shares under the provisions of Rule 9 of the Code, Tetra Tech
may make such alterations to any of the above Conditions and terms
of the Acquisition as are necessary to comply with the provisions
of that Rule.
3 Tetra Tech shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in Part A of Appendix I above that
are capable of waiver by a date earlier than the latest date for
the fulfilment of that Condition notwithstanding that the other
Conditions of the Acquisition may at such earlier date have been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
4 Under Rule 13.5(a) of the Code and subject to paragraph 5
below , Tetra Tech may only invoke a Condition so as to cause the
Acquisition not to proceed, to lapse, or to be withdrawn with the
consent of the Panel. The Panel shall normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Tetra Tech in the
context of the Acquisition. This shall be judged by reference to
the facts of each case at the time that the relevant circumstances
arise.
5 Condition 1 , Conditions 2.1 , 2.2 , and 2.3 in Part A of
Appendix I above, and, i f app l i cab l e , an y acceptance
condition if the Acquisition is i m plem e nt e d b y mean s o f a
Tak eove r Offe r, are not subject to Rule 13.5(a) of the Code.
6 Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Tetra Tech.
7 The RPS Shares acquired under the Acquisition shall be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including,
without limitation, voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of value (whether by
reduction of share capital or share premium account or otherwise)
made on or after the Effective Date.
8 If, on or after the date of this announcement and prior to or
on the Effective Date, any dividend, distribution or other return
of value is declared, paid or made, or becomes payable by RPS,
Tetra Tech reserves the right (without prejudice to any right of
Tetra Tech, with the consent of the Panel, to invoke Condition 3
(f) (ii) of Appendix I above) to reduce the consideration payable
under the Acquisition to reflect the aggregate amount of such
dividend, distribution, or other return of value or excess. In such
circumstances, RPS Shareholders shall be entitled to retain any
such dividend, distribution, or other return of value declared,
made, or paid.
If on or after the date of this announcement, and to the extent
that any such dividend, distribution or other return of value has
been declared, paid, or made, or becomes payable by RPS on or prior
to the Effective Date and Tetra Tech exercises its rights under
this paragraph 8 to reduce the consideration payable under the
terms of the Acquisition , any reference in this announcement to
the consideration payable under the terms of the Acquisition shall
be deemed to be a reference to the consideration as so reduced
.
If and to the extent that such a dividend, distribution, or
other return of value has been declared or announced, but not paid
or made, or is not payable by reference to a record date on or
prior to the Effective Date and is or shall be: (i) transferred
pursuant to the Acquisition on a basis which entitles Tetra Tech to
receive the dividend, distribution, or other return of value and to
retain it; or (ii) cancelled, the consideration payable under the
terms of the Acquisition shall not be subject to change in
accordance with this paragraph 8.
Tetra Tech also reserves the right to reduce the consideration
payable under the Acquisition in such circumstances as are, and by
such amount as is, permitted by the Panel.
Any exercise by Tetra Tech of its rights referred to in this
paragraph 8 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Acquisition.
9 Tetra Tech reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer
for the RPS Shares as an alternative to the Scheme. In such event,
the Takeover Offer shall be implemented on the same terms, so far
as applicable , and subject to the terms of the Co-operation
Agreement , as those which would apply to the Scheme, subject to
appropriate amendments, including (without limitation) an
acceptance condition set at a level permitted by the Panel.
10 The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
11 The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
12 The Acquisition is governed by the law of England and Wales
and is subject to the jurisdiction of the courts of England and
Wales and to the Conditions and further terms set out in this
Appendix I and to be set out in the Scheme Document. The
Acquisition shall be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the Financial
Conduct Authority.
13 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) As at 22 September 2022 (being the latest practicable date
prior to this announcement), there were 277,510,925 RPS Shares in
issue. There are no ordinary shares held in treasury. The
International Securities Identification Number for RPS Shares is
GB0007594764.
(ii) Any references to the issued and to be issued share capital of RPS are based on:
-- the 277,510,925 RPS Shares referred to in paragraph (i) above; and
-- 8,994,500 RPS Shares which may be issued on or after the date
of this announcement to satisfy the exercise of options or vesting
of awards pursuant to the RPS Share Plans; this has been calculated
on the following basis:
(a) the 6,790,222 RPS Shares that could be delivered pursuant to
awards under the RPS ELTIP, the RPS STABP and the RPS PSP as at 16
September 2022. This includes shares that may be issued in respect
of dividend equivalents accrued under the RPS ELTIP and RPS STABP.
This does not reflect any time pro-rating which may take place
under the terms of the relevant RPS Share Plans;
(b) plus the 2,577,868 RPS Shares that are subject to awards in
the form of rights to receive RPS Shares under the RPS ISPP as at
16 September 2022;
(c) plus an additional 361,883 RPS Shares that it is assumed
could be issued in respect of the monthly operation of the RPS SIPs
and the RPS ISPP in the period from 16 September 2022 over six and
a half months, assuming for the purposes of these calculations only
that Completion occurs on 31 March 2023. Such assumed number being
based on the assumption that all additional matching shares under
the RPS SIPs and the RPS ISPP are delivered by way of new issues of
RPS Shares (noting that this is not RPS' intention or current
practice in respect of the RPS SIPs), the employee investments
under the RPS SIPs and RPS ISPP remain in line with the September
2022 investments, which is the last practical month, and calculated
by reference to the Acquisition Price; and
(d) less the 735,473 RPS Shares that were held in the RPS Group
employee benefit trusts as at 16 September 2022 and which are
assumed to be available to satisfy awards under the RPS Share Plans
which would otherwise be satisfied by way of newly issued RPS
Shares.
(iii) The value of the Acquisition based on the Acquisition
Price of 222 pence per RPS Share is calculated on the basis of the
issued and to be issued share capital of RPS (as set out in
paragraph (ii) above).
(iv) The Closing Prices on 8 August 2022 are taken from the
Daily Official List of the London Stock Exchange.
(v) The volume-weighted average price data on 8 August 2022 is taken from Bloomberg.
(vi) Unless otherwise stated, the financial information relating
to RPS is extracted from the audited consolidated financial
statements of RPS for the financial year to 31 December 2021,
prepared in accordance with IFRS. The financial information
relating to Tetra Tech is extracted from the audited consolidated
financial statements of Tetra Tech for the year ended 3 October
2021 and third quarter results for the period ended 3 July
2022.
(vii) Where amounts are shown in both US$ and sterling, or
converted between the aforementioned currencies, in this document,
an exchange rate of GBP1.00/US$ 1.13 has been used; such exchange
rates have been sourced from Bloomberg as at 22 S eptember
2022.
(viii) The RPS Group's pre-IFRS 16 Adjusted EBITDA for the
twelve months ended 30 June 2022 of GBP41.9 million ("Last 12
Months' pre-IFRS 16 Adjusted EBITDA") is derived from: (i) RPS'
audited consolidated financial statements of RPS for the financial
year ended 31 December 2021; (ii) the unaudited consolidated
financial statements of RPS for the six months ended 30 June 2021
and the six months ended 30 June 2022; (iii) RPS' final results
presentation for the financial year ended 31 December 2021; (iv)
RPS' interim results presentation for the six months ended 30 June
2021; and (v) RPS' interim results presentation for the six months
ended 30 June 2022, and calculated and adjusted in accordance with
IFRS 16 as follows:
(a) 2021A pre-IFRS 16 Adjusted EBITDA: To calculate RPS'
pre-IFRS 16 Adjusted EBITDA for the financial year ended 31
December 2021, RPS' adjusted operating profit of GBP28.3 million
for the equivalent period (as stated in the audited consolidated
financial statements of RPS for the financial year ended 31
December 2021) is adjusted as follows:
-- add depreciation of GBP18.4 million (as stated in the audited
consolidated financial statements of RPS for the financial year
ended 31 December 2021);
-- add amortisation costs of GBP0.7 million for internally
generated software (as stated in the audited consolidated financial
statements of RPS for the financial year ended 31 December
2021);
-- add impairment of owned assets and right-of-use assets which
are not included in exceptional items of GBP1.3 million (confirmed
by RPS as the breakdown not provided in the audited consolidated
financial statements of RPS for the financial year ended 31
December 2021); and
-- deduct operating lease expense of GBP11.5 million (as stated
in RPS' final results presentation for the financial year ended 31
December 2021),
which leads to a pre-IFRS 16 Adjusted EBITDA for the financial
year ended 31 December 2021 of GBP37.2 million ("2021A pre-IFRS 16
Adjusted EBITDA").
(b) H1-2021 pre-IFRS 16 Adjusted EBITDA : To calculate pre-IFRS
16 Adjusted EBITDA for the six months ended 30 June 2021, RPS'
adjusted operating profit of GBP13.1 million for the equivalent
period (as stated in the unaudited consolidated financial
statements of RPS for the six months ended 30 June 2021) is
adjusted as follows:
-- add depreciation of GBP9.3 million (as stated in the
unaudited consolidated financial statements of RPS for the six
months ended 30 June 2021);
-- add amortisation costs of GBP0.3 million for internally
generated software (as stated in the unaudited consolidated
financial statements of RPS for the six months ended 30 June 2021);
and
-- deduct operating lease expense of GBP5.7 million (as stated
in RPS' interim results presentation for the six months ended 30
June 2021),
which leads to a pre-IFRS 16 Adjusted EBITDA for the six months
ended 30 June 2021 of GBP17.0 million ("H1-2021 pre-IFRS 16
Adjusted EBITDA").
(c) H2-2021 pre-IFRS 16 Adjusted EBITDA : In order to calculate
pre-IFRS 16 Adjusted EBITDA for the six months ended 31 December
2021, deduct the 2021A pre-IFRS 16 Adjusted EBITDA of GBP37.2
million from the H1-2021 pre-IFRS 16 Adjusted EBITDA of GBP17.0
million, which leads to a pre-IFRS 16 Adjusted EBITDA for the six
months ended 31 December 2021 of GBP20.2 million ("H1-2021 pre-IFRS
16 Adjusted EBITDA").
(d) H1-2022 pre-IFRS 16 Adjusted EBITDA : In order to calculate
pre-IFRS 16 Adjusted EBITDA for the six months ended 30 June 2022,
RPS' adjusted operating profit of GBP18.5 million for the
equivalent period (as stated in the unaudited consolidated
financial statements of RPS for the six months ended 30 June 2022)
is adjusted as follows:
-- add depreciation of GBP8.0 million (as stated in the
unaudited consolidated financial statements of RPS for the six
months ended 30 June 2022);
-- Add amortisation costs of GBP0.4 million for internally
generated software (as stated in the unaudited consolidated
financial statements of RPS for the six months ended 30 June 2022);
and
-- deduct operating lease expense of GBP5.2 million (as stated
in the unaudited consolidated financial statements of RPS for the
six months ended 30 June 2022),
which leads to a pre-IFRS 16 Adjusted EBITDA for the six months
ended 30 June 2022 of GBP21.7 million ("H1-2022 pre-IFRS 16
Adjusted EBITDA").
(e) Last 12 Months' pre-IFRS 16 Adjusted EBITDA as at 30 June
2022 : In order to calculate the Last 12 Months' pre-IFRS 16
Adjusted EBITDA as at 30 June 2022 of GBP41.9 million, add the
H2-2021 pre-IFRS 16 Adjusted EBITDA of GBP20.2 million and the
H1-2022 pre-IFRS 16 Adjusted EBITDA of GBP21.7 million, equalling a
total amount of GBP41.9 million.
(ix) The RPS Group's post-IFRS 16 Adjusted EBITDA for the twelve
months ended 30 June 2022 is GBP52.9 million ("Last 12 Months'
Adjusted EBITDA"), calculated as the Last 12 Months' pre-IFRS 16
Adjusted EBITDA of GBP41.9 million plus the operating lease expense
of GBP11.0 million. The operating lease expense of GBP11.0 million
is calculated as the difference between the operating lease
expenses of GBP11.5 million for the financial year ended 31
December 2021 (as stated in RPS' final results presentation for the
financial year ended 31 December 2021) and operating lease expense
of GBP5.7 million for the six months ended 30 June 2021 (as stated
in RPS' interim results presentation for the six months ended 30
June 2021) plus the operating lease expense of GBP5.2 million for
the six months ended 30 June 2022 (as stated in the unaudited
consolidated financial statements of RPS for the six months ended
30 June 2022).
(x) RPS' Last 12 Months' Adjusted Operating Profit is GBP33.7
million, calculated as the difference between RPS' adjusted
operating profit of GBP28.3 million for the financial year ended 31
December 2021 (as stated in the audited consolidated financial
statements of RPS for the financial year ended 31 December 2021)
and RPS' adjusted operating profit of GBP13.1 million for the six
months ended 30 June 2021 (as stated in the unaudited consolidated
financial statements of RPS for the six months ended 30 June 2021)
plus RPS' adjusted operating profit of GBP18.5 million for the six
months ended 30 June 2022 (as stated in the unaudited consolidated
financial statements of RPS for the six months ended 30 June
2022).
APPIX III
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of RPS Shares have given
irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting and, if Tetra Tech exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure
acceptance of such offer:
Name of RPS Shareholder Number of RPS Shares Percentage of
giving undertaking in respect of which RPS issued share
undertaking is given capital
Aberforth Partners
LLP
(acting in its capacity
as a discretionary
fund manager for
clients) 33,459,902 12.06
---------------------- ------------------
The Wellcome Trust
Limited
(as trustee of The
Wellcome Trust) 13,939,185 5.02
---------------------- ------------------
Artemis Investment
Management LLP
(acting in its capacity
as investment adviser
for and on behalf
of Artemis UK Smaller
Companies Fund) 7,069,754 2.55
---------------------- ------------------
M&G Investment
Management Ltd 5,847,141 2.11
---------------------- ------------------
TOTAL 60,315,982 21.73
---------------------- ------------------
In addition, each of the irrevocable undertakings from
Aberforth, The Wellcome Trust and M&G include an undertaking to
vote against any resolution to approve any scheme of arrangement or
other transaction which is proposed in competition with the
Acquisition.
Save as noted below, the irrevocable undertakings given by
Aberforth and The Wellcome Trust each prevent such RPS Shareholders
from disposing of, charging, pledging or otherwise encumbering or
granting any option or other right over all or any part of their
RPS Shares, or any interest in them (whether conditionally or
unconditionally), other than pursuant to the Acquisition.
Save as noted below, the irrevocable undertakings given by
M&G and Artemis each prevent such RPS Shareholders from
disposing of, selling or transferring (and in the case of M&G
only, charging, pledging or otherwise encumbering or granting any
option or other right over) all or any part of their RPS Shares, or
any interest in them (whether conditionally or unconditionally),
other than pursuant to the Acquisition.
The irrevocable undertakings given by Aberforth, The Wellcome
Trust , M&G and Artemis each prevent such RPS Shareholders from
acquiring further RPS Shares or other securities of RPS or any
interest (as defined in the Code) in any shares or securities
unless the Panel first determines that such RPS Shareholders are
not acting in concert with Tetra Tech .
The irrevocable undertaking given by Aberforth will also not
apply to RPS Shares to the extent that they are the subject of a
distribution to a client by way of a redemption in specie. The
irrevocable undertaking given by Aberforth is subject to any
termination or amendment of its authority from the relevant
beneficial owners of the RPS Shares.
The irrevocable undertakings given by Aberforth and The Wellcome
Trust will not apply to any RPS Shares that have been lent to a
third party and they are unable to recall, provided that Aberforth
or The Wellcome Trust (as applicable) have used reasonable
endeavours to procure the recall of such Voting Shares.
The obligations of Aberforth, The Wellcome Trust, M&G and
Artemis under their respective irrevocable undertakings are
conditional on, amongst others, Tetra Tech not having announced,
with the consent of the Panel, and before the Scheme Document is
published, that it does not intend to proceed with the Acquisition
and no new, revised or replacement Scheme (or Takeover Offer, as
applicable) having been announced by Tetra Tech in accordance with
Rule 2.7 of the Code.
The irrevocable undertaking from Artemis is subject to Artemis'
right to sell, transfer or otherwise dispose of any of the RPS
Shares which the irrevocable undertaking relates to, provided that
Artemis uses reasonable endeavours to request that such purchaser
or transferee enters into an undertaking in substantially the same
form as the irrevocable undertaking from Artemis.
The obligations of Aberforth, The Wellcome Trust and M&G
under their respective irrevocable undertakings shall lapse and
cease to have effect on and from such time the Scheme does not
become effective, is withdrawn, or lapses in accordance with its
terms, provided that this will not apply where the Acquisition is
withdrawn or lapses solely as a result of Tetra Tech exercising its
right to implement the Acquisition by way of a Takeover Offer
rather than by way of Scheme.
The irrevocable undertakings from Aberforth and The Wellcome
Trust will also cease to be binding if an announcement is made in
accordance with Rule 2.7 of the Code of a competing offer, the
value of the consideration per ordinary share available under which
at the time it is made exceeds the value of the consideration per
ordinary share available under the Acquisition by at least ten (10)
per cent. at that time.
The irrevocable undertakings from Aberforth, The Wellcome Trust,
M&G and Artemis will also be fully discharged following the
conclusion of the Court Meeting and the General Meeting (and any
adjournment thereof).
The irrevocable undertaking from M&G will also cease to be
binding if an announcement is made in accordance with Rule 2.7 of
the Code of a competing offer, the value of the consideration per
ordinary share available under which at the time it is made exceeds
the value of the consideration per ordinary share available under
the Acquisition by at least seven and a half (7.5) per cent. at
that time (provided that, if no later than 5.00 p.m. on the fifth
business day after the day on which such third party's competing
offer is made, the consideration per RPS Share under the
Acquisition is increased such that its value (in Tetra Tech's
reasonable opinion) is equal to or exceeds the third party's
competing offer, M&G's obligations under the irrevocable
undertaking shall not lapse and all obligations under it shall
remain in full force and effect).
The irrevocable undertaking from Artemis will also cease to be
binding if: (i) an announcement is made in accordance with Rule 2.7
of the Code of a competing offer; or (ii) the Scheme is withdrawn,
does not become effective by 11.59 p.m. on 9 August 2023, or lapses
in accordance with its terms (provided that this limb (ii) shall
not apply where the Acquisition is withdrawn or lapses solely as a
result of Tetra Tech exercising its right to implement the
Acquisition by way of a Takeover Offer rather than a Scheme.
Letter of Intent
The following holder or controller of RPS Shares has given a
letter of intent indicating an intention to support the Acquisition
by way of a Scheme.
Name of RPS Shareholder Number of RPS Shares Percentage of
giving letter of in respect of which RPS issued share
intent letter of intent is capital
given
RWC Asset Management
LLP 16,106,118 5.80
--------------------- ------------------
RWC's support is conditional on, amongst others, Tetra Tech not
having announced, with the consent of the Panel, and before the
Scheme Document is published, that it does not intend to proceed
with the Acquisition and no new, revised or replacement Scheme (or
Takeover Offer, as applicable) having been announced by Tetra Tech
in accordance with Rule 2.7 of the Code.
RWC's support will cease: (i) if an announcement is made in
accordance with Rule 2.7 of the Code of a competing offer, the
value of the consideration per ordinary share available under which
at the time it is made exceeds the value of the consideration per
ordinary share available under the Acquisition by at least seven
and a half (7.5) per cent. at that time; or (ii) automatically at
5.00 p.m. on 31 December 2022 (and may be revoked at RWC's sole
discretion at any time prior to such date without notice).
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
Aberforth Aberforth Partners LLP (acting in
its capacity as discretionary fund
manager for clients)
Artemis Artemis Investment Management LLP
(acting in its capacity as investment
adviser for and on behalf of Artemis
UK Smaller Companies Fund)
Acquisition the recommended cash acquisition being
made by Tetra Tech to acquire the
entire issued and to be issued share
capital of RPS (or by way of Takeover
Offer under certain circumstances
described in this announcement) to
be effected by means of the Scheme
and, where the context admits, any
subsequent revision, variation, extension
or renewal thereof
Acquisition Price 222 pence per RPS Share
AEC Advisors AEC Advisors LLC
Authorisations regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals
BofA Securities Merrill Lynch International
Bridge Facility the credit agreement dated 23 September
2022 between (amongst others) Tetra
Tech and Bank of America, N.A. to
provide, among other things, the funding
for the Acquisition
Business Day a day (other than a Saturday, Sunday
or public holiday in the UK) on which
banks are open for business in London
Clearances any approvals, consents, clearances,
permissions, confirmations, comfort
letters and waivers that may need
to be obtained and waiting periods
that may need to have expired, from
or under any of the laws, regulations
or practices applied by any Relevant
Authority (or under any agreements
or arrangements to which any Relevant
Authority is a party), in each case
that are necessary and/or expedient
to satisfy the Regulatory Conditions
Closing Price the closing middle market price of
a RPS Share on a particular trading
day as derived from the Daily Official
List
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006, as amended
Conditions the conditions to the implementation
of the Acquisition, as set out in
Appendix I to this announcement and
to be set out in the Scheme Document
Confidentiality Agreement the agreement dated 17 August 2022
between Tetra Tech and RPS, as described
in paragraph 13 of this announcement
Confidentiality and Joint the confidentiality and joint defence
Defence Agreement agreement dated 30 August 2022 between
Tetra Tech, RPS and their respective
legal advisers, as described in paragraph
13 of this announcement
Co-operation Agreement the agreement dated 23 September 2022
between Tetra Tech, Inc. and RPS relating
to, among other things, the implementation
of the Acquisition, as described in
paragraph 13 of this announcement
Court the High Court of Justice in England
and Wales
Court Hearing the hearing by the Court of the application
to sanction the Scheme under Part
26 of the Companies Act
Court Meeting the meeting of RPS Shareholders to
be convened pursuant to an order of
the Court under the Companies Act
for the purpose of considering and,
if thought fit, approving the Scheme
(with or without amendment), including
any adjournment thereof, notice of
which is to be contained in the Scheme
Document
Court Order the order of the Court sanctioning
the Scheme
CREST the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear
Daily Official List the Daily Official List published
by the London Stock Exchange
Dealing Arrangement an arrangement of the kind referred
to in Note 11(a) on the definition
of "acting in concert" in the Code
Dealing Disclosure has the same meaning as in Rule 8
of the Code
Disclosed the information disclosed by, or on
behalf of RPS: (i) in the annual report
and accounts of the RPS Group for
the financial year ended 31 December
2021; (ii) in this announcement; (iii)
in any other announcement to a Regulatory
Information Service by, or on behalf
of RPS in the two calendar years prior
to the date of publication of this
announcement; or (iv) as otherwise
fairly disclosed to Tetra Tech (or
its respective officers, employees,
agents or advisers) prior to the date
of this announcement by or on behalf
of RPS
EBITDA earnings before net finance costs,
tax expense, depreciation and amortisation
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented
by way of the Scheme, the Scheme having
become effective pursuant to its terms;
or
(b) if the Acquisition is implemented
by way of a Takeover Offer, such Takeover
Offer having been declared and become
unconditional in accordance with the
Code
Effective Date or Completion the date on which either: (i) the
Scheme becomes effective in accordance
with its terms; or (ii) if Tetra Tech
elects, and the Panel consents, to
implement the Acquisition by way of
a Takeover Offer (as defined in Chapter
3 of Part 28 of the Companies Act),
the date on which such Takeover Offer
becomes or is declared unconditional
Enlarged Group the combined Wider RPS Group and Wider
Tetra Tech Group following Completion
of the Acquisition
Euroclear Euroclear UK & Ireland International
Limited
FATA the Foreign Acquisitions and Takeovers
Act 1975 (Cth)
FCA or Financial Conduct the Financial Conduct Authority acting
Authority in its capacity as the competent authority
for the purposes of Part VI of the
UK Financial Services and Markets
Act 2000
Forms of Proxy the forms of proxy in connection with
each of the Court Meeting and the
General Meeting (including any adjournment
thereof), which will accompany the
Scheme Document
General Meeting the general meeting of RPS Shareholders
(including any adjournment thereof)
to be convened in connection with
the Scheme
Gleacher Shacklock Gleacher Shacklock LLP
IFRS International Financial Reporting
Standards
London Stock Exchange London Stock Exchange plc
Long-stop Date 9 August 2023, or such later date
as may be agreed by Tetra Tech and
RPS (with the Panel's consent and
as the Court may approve (if such
approval(s) are required))
M&G M&G Investment Management Ltd
Market Abuse Regulation the UK version of Market Abuse Regulation
(EU No 596/2014) which is part of
domestic law in the United Kingdom
by virtue of the European Union (Withdrawal)
Act 2018, as amended
NSIA the National Security and Investment
Act 2021
Offer Period the offer period (as defined by the
Code) relating to RPS, which commenced
on 8 August 2022
Official List the Official List of the London Stock
Exchange
Opening Position Disclosure has the same meaning as in Rule 8
of the Code
Overseas Shareholders RPS Shareholders (or nominees of,
or custodians or trustees for RPS
Shareholders) not resident in, or
nationals or citizens of the United
Kingdom
Panel the Panel on Takeovers and Mergers
pre-IFRS 16 Adjusted earnings before net finance costs,
EBITDA tax expense, depreciation, amortisation,
transaction-related costs, impairment
charges and reversals thereof, restructuring
and rebranding costs, non-recurring
legal fees, ERP implementation costs,
less operating lease expenses
Registrar of Companies the Registrar of Companies in England
and Wales
Regulatory Clean Team the regulatory clean team protocol
Protocol put in place on 30 August 2022 by
Tetra Tech and RPS in relation to
the disclosure of competitively sensitive
confidential information between Tetra
Tech's external legal counsel and
RPS' external legal counsel for the
purposes of obtaining the consent
of competition authorities and/or
other regulatory clearances in connection
with the Acquisition, as described
in paragraph 13 of this announcement
Regulatory Conditions the Conditions set out in paragraphs
3 (a) to (d) (inclusive) of Part I
to this announcement (so far as, in
the case of paragraphs 3 (c) to (d)
, the relevant Third Party (as defined
in Appendix I to this announcement)
is a Relevant Authority
Regulatory Information any information service authorised
Service from time to time by the FCA for the
purpose of disseminating regulatory
announcements
Relevant Authority any central bank, ministry, governmental,
quasi-governmental, supranational
(including the European Union), statutory,
regulatory or investigative body ,
authority or tribunal (including any
national or supranational anti-trust,
competition or merger control authority,
any sectoral ministry or regulator
and any foreign investment review
body), national, state, municipal
or local government (including any
subdivision, court, tribunal, administrative
agency or commission or other authority
thereof), any entity owned or controlled
by them, any private body exercising
any regulatory, taxing, importing
or other authority, trade agency,
association, institution or professional
or environmental body in any jurisdiction,
including, for the avoidance of doubt,
the Panel
Restricted Jurisdiction any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made available
to RPS Shareholders
RPS RPS Group plc
RPS Board the board of directors of RPS from
time to time
RPS Directors the directors of RPS at the time of
this announcement or, where the context
so requires, the directors of RPS
from time to time
RPS ELTIP the RPS Group plc Executive Long Term
Incentive Plan
RPS Group RPS and its subsidiary undertakings
and, where the context permits, each
of them
RPS ISPP together, the RPS Group plc 2014 International
Share Purchase Plan and the US Share
Purchase Plan
RPS PSP the RPS Group plc 2014 Performance
Share Plan
RPS Shares the existing unconditionally allotted
or issued and fully paid shares of
three pence each in the capital of
RPS and any further such ordinary
shares which are unconditionally allotted
or issued before the Scheme becomes
Effective, and "RPS Share" means any
one of them
RPS Shareholders or Shareholders the holders of RPS Shares, and "RPS
Shareholder" means any one of them
RPS Share Plans the RPS ELTIP, the RPS ISPP, the RPS
STABP, the RPS SIPs and the RPS PSP,
in each case as amended from time
to time
RPS SIPs the RPS Group plc Share Incentive
Plan (2004) and the RPS Group plc
Share Incentive Plan 2014
RPS STABP the RPS Group plc Short Term Annual
Bonus Plan
RWC RWC Asset Management LLP
Scheme the proposed scheme of arrangement
under Part 26 of the Companies Act
between RPS and the RPS Shareholders
in connection with the Acquisition,
with or subject to any modification,
addition or condition approved or
imposed by the Court and agreed by
RPS and Tetra Tech
Scheme Document the document to be sent to RPS Shareholders
containing, amongst other things,
the Scheme and the notices convening
the Court Meeting and the General
Meeting
Scheme Record Time the time and date specified in the
Scheme Document as being the record
time for the Scheme
Secretary of State The Secretary of State for Business,
Energy and Industrial Strategy
Significant Interest in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the
Companies Act) of such undertaking
Special Resolution the special resolutions to be proposed
by RPS at the General Meeting in connection
with, among other things, the approval
of the Scheme and the proposed alteration
of RPS' articles of association under
which any RPS Shares issued or transferred
after the Scheme Record Time shall
be automatically transferred to Tetra
Tech (or as it may direct) and such
other matters as may be necessary
to implement the Scheme and the delisting
of the RPS Shares
Takeover Offer should the Acquisition be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or on
behalf of Tetra Tech to acquire the
entire issued and to be issued ordinary
share capital of RPS and, where the
context admits, any subsequent revision,
variation, extension or renewal of
such takeover offer
Tetra Tech Tetra Tech UK Holdings Limited, a
wholly-owned subsidiary of Tetra Tech,
Inc.
Tetra Tech Group Tetra Tech, Inc. and its subsidiary
undertakings and, where the context
permits, each of them
Tetra Tech, Inc. Tetra Tech, Inc. a company incorporated
in Delaware
The Wellcome Trust The Wellcome Trust Limited (as trustee
of The Wellcome Trust)
Third Party each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, trade
agency, association, institution,
environmental body, employee representative
body or any other body or person whatsoever
in any jurisdiction
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction
and any political sub-division thereof
US Exchange Act the United States Securities Exchange
Act 1934, as amended
Wider RPS Group RPS and associated undertakings and
any other body corporate, partnership,
joint venture or person in which RPS
and such undertakings (aggregating
their interests) have a Significant
Interest
Wider Tetra Tech Group Tetra Tech, Inc. and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Tetra
Tech, Inc. and all such undertakings
(aggregating their interests) have
a Significant Interest
WSP Global WSP Global Inc.
WSP Holdings WSP Group Holdings Limited
WSP Offer the offer by WSP Holdings to acquire
the entire issued and to be issued
ordinary share capital of RPS for
206 pence per RPS Share
WSP Offer Shareholder the court meeting and the general
Meetings meeting which were to be held in connection
with the WSP Offer at 10.00 am and
10.15 am, respectively, on 26 September
2022
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to sterling", "GBP" and "pence" are to the lawful
currency of the United Kingdom.
All references to "US$" are to the lawful currency of the United
States.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
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END
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