TIDMWYG
RNS Number : 0847D
WYG Plc
26 January 2015
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Takeover Code") and does not
constitute an announcement of a firm intention to make an offer
under Rule 2.7 of the Takeover Code. There can be no certainty that
an offer will be made nor as to the terms on which any offer might
be made.
FOR IMMEDIATE RELEASE
26(th) January 2015
WYG plc ("WYG" or the "Company")
Strategic Review
WYG, a global programme, project management and technical
consultancy firm, today announces that the Board has initiated a
formal review of strategic options open to the Company, with the
intention of ascertaining whether there are options which could
better enable WYG to take full advantage of its growth potential,
to the benefit of clients, employees and shareholders.
Since its financial restructuring was completed in July 2011,
WYG has implemented a strategy to refocus its operations and is now
well established as a leading global consultancy with a strong
International Development capability. WYG has achieved a turnaround
in profitability and is now well positioned for future growth.
As can be seen from WYG's Half Year Report released on 2(nd)
December 2014, WYG is enjoying strong growth in its project
pipeline and is creating almost more opportunities than it can
readily service directly using its existing model of organic
growth, supplemented by smaller bolt-on acquisitions and
partnerships.
Against this background, the Board of WYG recognises that this
strategic review may or may not conclude that, given its current
relative scale, being part of a larger business or expanding the
scale of its current operating platform would provide significant
advantages and better position the Company to take full advantage
of its growth potential. At this stage, however, all options
available to the Company are being considered.
The review will, therefore, incorporate a range of strategic
options including a potential corporate transaction, such as a
strategic partnership, a merger or acquisition to enhance the scale
and breadth of WYG's platform, the acquisition of or subscription
for the Company's securities by a third party, a sale of the
Company, a new or extended bank facility or continuing to invest in
expanding the business organically and through partnerships and
bolt-on acquisitions.
As a consequence of this announcement, the Company is now
considered to be in an "Offer Period" as defined in the Takeover
Code. The dealing disclosure requirements and other provisions of
the Code that now apply are listed below. A further announcement
will be made as and when appropriate.
For further information please visit http://www.wyg.com or
contact the following:
WYG plc Tel: +44 (0)113 278
7111
Paul Hamer, Chief Executive Officer
Sean Cummins, Group Finance Director
Lazard & Co., Limited (Financial Tel: +44 (0)20 7187
Adviser) 2000
Melanie Gee / Giles Corner
/ Kai Hoffman
N+1 Singer (NOMAD) Tel: +44 (0) 207 496
3000
Sandy Fraser / Nick Owen
MHP Communications Tel: +44 (0) 203 128
John Olsen / Katie Hunt / 8100
Vicky Watkins Email: wyg@mhpc.com
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
http://www.wyg.com as soon as possible and in any event no later
than 12:00 noon (London time) on 27(th) January 2015 (being the
business day following the date of this announcement). The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to WYG plc and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than WYG plc for providing the
protections afforded to clients of Lazard & Co., Limited nor
for providing advice in relation to the matters described or
referred to in this announcement. Neither Lazard & Co., Limited
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 Lazard & Co., Limited in connection with this
announcement, any statement contained herein or the matters
described or referred to in this announcement or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, WYG plc confirms that
it has 66,985,706 ordinary shares of 0.1 pence each in issue and
admitted on the London Stock Exchange under the UK ISIN Code:
GB00B5N5WH70.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) 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% 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, 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) of the Code
applies must be made by no later than 3.30 pm (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 will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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