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REG - Ricardo PLC - Results of Court Meeting and General Meeting

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RNS Number : 1994R  Ricardo PLC  16 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 July 2025

RECOMMENDED FINAL* CASH ACQUISITION

of

Ricardo PLC ("Ricardo")
by

WSP Group Limited ("WSP UK")

a wholly-owned subsidiary of WSP Global Inc. ("WSP Global")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Results of the Court Meeting and the General Meeting

On 11 June 2025, the boards of WSP Global, WSP UK and Ricardo announced that
they had reached agreement on the terms of a recommended final* cash
acquisition pursuant to which WSP UK, or another wholly-owned subsidiary of
WSP Global, will acquire the entire issued and to be issued share capital of
Ricardo, other than the Ricardo Shares acquired pursuant to the SG Share
Purchase Agreement (the "Acquisition"). The Acquisition is being effected by
means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").

*The financial terms of the Acquisition are final and will not be increased,
except that WSP Global and WSP UK reserve the right to increase the Final
Acquisition Price where: (i) there is an announcement of a possible offer or a
firm intention to make an offer for Ricardo by any third party; or (ii) the
Panel otherwise provides its consent (which will only be granted in wholly
exceptional circumstances).

Ricardo is pleased to announce that, at the Court Meeting and General Meeting
held on 15 July in connection with the Acquisition:

 

·      the requisite majority of Scheme Shareholders voted (in person or
by proxy) to approve the Scheme at the Court Meeting; and

 

·      the requisite majority of Ricardo Shareholders voted (in person
or by proxy) to pass the Resolution to implement the Scheme, including the
amendment to Ricardo's articles of association at the General Meeting.

Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in Part 10 and Part 11 (respectively) of
the scheme document in relation to the Scheme published on 23 June 2025 (the
"Scheme Document").

 

Capitalised terms used and not defined in this document have the meanings
given to them in the Scheme Document. All references to times in this
announcement are to times in London unless otherwise stated.

 

Voting results at the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present (in person or by proxy) was entitled to one vote
per Scheme Share held at the Voting Record Time. In summary:

·      the requisite majority of Scheme Shareholders present and voting
(in person or by proxy), being a majority in number of Scheme Shareholders
present and voting (either in person or by proxy) voted in favour of the
Scheme at the Court Meeting; and

 

·      they represent not less than 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders.

          Number of Scheme Shareholders who voted*  Percentage of Scheme Shareholders who voted*  Number of Scheme Shares voted  Percentage of Scheme Shares voted**  Number of Scheme Shares voted as a percentage of the issued share capital

                                                                                                                 ("ISC") entitled to vote on the Scheme**.***
                                                    **
 FOR      183                                       87.98%                                        36,836,276                     99.58%                               74.01%
 AGAINST  35                                        16.83%                                        156,190                        0.42%                                0.31%
 TOTAL    218                                       104.81%                                       36,992,466                     100%                                 74.32%

 Notes:

 * Where a Scheme Shareholder cast some of their votes 'for' and some of their
 votes 'against' the resolution, such Scheme Shareholder has been counted as
 having voted both 'for' and 'against' the resolution for the purposes of
 determining the number and percentage of Scheme Shareholders who voted. This
 has resulted in the total percentage of Scheme Shareholders who voted being
 presented as over 100%.

 ** All percentages have been rounded down to the nearest two decimal places.

 *** WSP UK was not entitled to vote its 12,443,655 Ricardo Shares at the Court
 Meeting but was permitted to vote its Ricardo Shares at the General Meeting.

 

Voting results at the General Meeting

The results of the votes at the General Meeting were as follows. Each Ricardo
Shareholder present (in person or by proxy) was entitled to one vote per
Ricardo Share held at the Voting Record Time:

 Resolution                                                                VOTES       %*          VOTES       %*          VOTES       % of ISC VOTED*  VOTES

FOR
AGAINST
TOTAL
WITHHELD**
 Approval of the implementation of the Scheme, including the amendment of  49,305,281  99.18       406,195     0.82        49,711,476  79.90            6,347
 Ricardo's Articles

 Notes:

 * All percentages have been rounded to the nearest two decimal places.

 ** A vote withheld is not a vote in law and is not counted in the calculation
 of the proportion of votes 'for' or 'against' the Resolution.

The total number of Ricardo Shares in issue at the Voting Record Time was
62,218,280, of which none were held in treasury. Consequently, for the
purposes of the General Meeting, the total number of voting rights in Ricardo
at the Voting Record Time was 62,218,280.

Next steps and timetable

The outcome of the Court Meeting and General Meeting means Conditions 2.1 and
2.2 (as set out in Part A of Part 4 of the Scheme Document) have been
satisfied.

Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions set out in the Scheme
Document, including the regulatory conditions and the sanction of the Scheme
by the Court at the Scheme Court Hearing.

The indicative timetable of the key milestones outstanding under the Scheme
remains as set out on page 12 of the Scheme Document and a further
announcement on timetable will be made in due course. Ricardo expects that,
subject to the satisfaction (or, where applicable, waiver) of the Conditions,
the Scheme will become Effective in Q4 2025.

A copy of the Resolution passed at the General Meeting will be available for
inspection on the Ricardo website at https://www.ricardo.com/en/investors
(https://www.ricardo.com/en/investors) and on WSP Global's website at
https://www.wsp.com/en-gl/investors/offer-wsp-ricardo
(https://www.wsp.com/en-gl/investors/offer-wsp-ricardo) . The Resolution will
be submitted to the National Storage Mechanism where it will be available at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Enquiries

 WSP UK and WSP Global
 Alain Michaud                                      Chief Financial Officer

                                                    +1 438-843-7317
 RBC Capital Markets (Financial Adviser to WSP UK and WSP Global)
 Mark Preston                                       +44 20 7653 4000

 James Agnew

 Samuel Jackson
 Ricardo PLC
 Graham Ritchie                                     +44 1273 455 611

 Judith Cottrell                                    Investors@Ricardo.com

 Natasha Perfect
 Gleacher Shacklock (Financial Adviser to Ricardo)
 James Dawson                                       +44 20 7484 1150

 Philippe Bégin
 Investec (Corporate Broker to Ricardo)
 David Flin                                         +44

                                                  (https://www.google.com/search?q=investec+london&rlz=1C1GCEA_enGB1057GB1063&oq=investec+london&gs_lcrp=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQyBwgCEAAYgAQyBwgDEAAYgAQyDQgEEC4YxwEY0QMYgAQyBwgFEAAYgAQyBwgGEAAYgAQyBwgHEAAYgAQyBwgIE
 William Brinkley                                   AAYgAQyBwgJEAAYgATSAQgyNTA1ajBqOagCALACAQ&sourceid=chrome&ie=UTF
                                                    -8&lqi=Cg9pbnZlc3RlYyBsb25kb24iA4gBAUj1stT9hLmAgAhaFxAAGAAYASIPaW52ZXN0ZWMgbG9uZG9ukgEEYmFua6oBcgoNL2cvMTFiNXBqbGxsbAoNL2cvMTFiYzV6azhmNAoNL2cvMTFiYzZqY2t0bhABKgwiCGludmVzdGVjKAAyHhABIhrZjY55gIn6yecHHnmYpD6YxgT6Fb-GjXRQtTITEAIiD2ludmVzdGVjIGxvbmRvbg)
                                                    (https://www.google.com/search?q=investec+london&rlz=1C1GCEA_enGB1057GB1063&oq=investec+london&gs_lcrp=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQyBwgCEAAYgAQyBwgDEAAYgAQyDQgEEC4YxwEY0QMYgAQyBwgFEAAYgAQyBwgGEAAYgAQyBwgHEAAYgAQyBwgIE
                                                    AAYgAQyBwgJEAAYgATSAQgyNTA1ajBqOagCALACAQ&sourceid=chrome&ie=UTF
                                                    -8&lqi=Cg9pbnZlc3RlYyBsb25kb24iA4gBAUj1stT9hLmAgAhaFxAAGAAYASIPaW52ZXN0ZWMgbG9uZG9ukgEEYmFua6oBcgoNL2cvMTFiNXBqbGxsbAoNL2cvMTFiYzV6azhmNAoNL2cvMTFiYzZqY2t0bhABKgwiCGludmVzdGVjKAAyHhABIhrZjY55gIn6yecHHnmYpD6YxgT6Fb-GjXRQtTITEAIiD2ludmVzdGVjIGxvbmRvbg)
                                                    20 7597 4000
                                                    (https://www.google.com/search?q=investec+london&rlz=1C1GCEA_enGB1057GB1063&oq=investec+london&gs_lcrp=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQyBwgCEAAYgAQyBwgDEAAYgAQyDQgEEC4YxwEY0QMYgAQyBwgFEAAYgAQyBwgGEAAYgAQyBwgHEAAYgAQyBwgIE
                                                    AAYgAQyBwgJEAAYgATSAQgyNTA1ajBqOagCALACAQ&sourceid=chrome&ie=UTF
                                                    -8&lqi=Cg9pbnZlc3RlYyBsb25kb24iA4gBAUj1stT9hLmAgAhaFxAAGAAYASIPaW52ZXN0ZWMgbG9uZG9ukgEEYmFua6oBcgoNL2cvMTFiNXBqbGxsbAoNL2cvMTFiYzV6azhmNAoNL2cvMTFiYzZqY2t0bhABKgwiCGludmVzdGVjKAAyHhABIhrZjY55gIn6yecHHnmYpD6YxgT6Fb-GjXRQtTITEAIiD2ludmVzdGVjIGxvbmRvbg)
 SEC Newgate (Media Enquiries)

 Box Huxford

+44 20 7680 6882
 Ian Silvera

                                                    Ricardo@secnewgate.co.uk

 

Important notices

This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise nor will there be any
sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code and the Listing Rules 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 and regulations of jurisdictions
outside England and Wales.

RBC Europe Limited (trading as RBC Capital Markets) ("RBC Capital Markets"),
which is authorised by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority (the "FCA") and the PRA in the
United Kingdom, is acting exclusively as financial adviser to WSP UK and WSP
Global and no one else in connection with the Acquisition and will not be
responsible to anyone other than WSP UK and WSP Global for providing the
protections afforded to its clients nor for providing advice in relation to
the matters referred to in this announcement. Neither RBC Capital Markets nor
any of its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, tort, in delict, under statute or
otherwise) to any person who is not a client of RBC Capital Markets in
connection with the Acquisition or any matter referred to herein.

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the UK by the PRA, is acting exclusively as financial adviser to
Ricardo and no one else in connection with the Acquisition and shall not be
responsible to anyone other than Ricardo 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.

Investec Bank plc ("Investec") is authorised by the PRA and regulated in the
United Kingdom by the PRA and the FCA. Investec is acting exclusively for
Ricardo and no one else in connection with the Acquisition, the contents of
this announcement or any other matters described in this announcement.
Investec will not regard any other person as its client in relation to the
Acquisition, the content of this announcement or any other matters described
in this announcement and will not be responsible to anyone other than Ricardo
for providing the protections afforded to its clients or for providing advice
to any other person in relation to the Acquisition, the content of this
announcement or any other matters referred to in this announcement. This
announcement has been issued by and is the sole responsibility of Ricardo. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Investec or by any of its, subsidiaries, branches or affiliates, or any person
acting on its or their respective behalf's as to, or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed to the
fullest extent permissible by law.

Overseas Shareholders

The release, publication or distribution of this announcement and the Scheme
Document 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 WSP UK or required by the Takeover 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 within a 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, the Scheme Document 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, the Scheme Document 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 Ricardo 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 English law, the jurisdiction of the Court
and the applicable requirements of the Takeover Code, the Panel, the Listing
Rules, the London Stock Exchange and the FCA.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under 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. However, if WSP UK were to elect to implement the
Acquisition by means of a Takeover Offer in accordance with the terms of the
Cooperation Agreement, such Takeover Offer shall be made in compliance with
all applicable United States laws and regulations, including to the extent
applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such Takeover Offer would be made in the United States by WSP UK 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-15(b) of the US Exchange Act, WSP UK 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 Ricardo outside of the
US, other than pursuant to the Takeover Offer, until the date on which the
Takeover Offer 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 and 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
(http://www.londonstockexchange.com) .

The receipt of consideration by a US holder for the transfer of its Ricardo
Shares pursuant to the Scheme may have tax consequences in the US and such
consequences, if any, are not described herein. Each Ricardo 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.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this announcement or the Scheme
Document. Any representation to the contrary is a criminal offence in the US.

Financial information relating to Ricardo and/or the Ricardo 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.

WSP Global is organised under the laws of Canada and WSP UK and Ricardo are
organised under the laws of England and Wales. Some or all of the officers and
directors of WSP UK, WSP Global and Ricardo, respectively, may be residents of
countries other than the United States. In addition, most of the assets of WSP
UK, WSP Global and Ricardo are located outside the United States. As a result,
it may be difficult for US shareholders of Ricardo to effect service of
process within the United States upon WSP Global or WSP UK or Ricardo 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.

Additional information for Canadian investors

Holders of Ricardo Shares resident or located in Canada should note that the
Acquisition relates to shares of a UK company and is proposed to be
implemented by means of a scheme of arrangement provided for under the laws of
England and Wales (although WSP UK reserves the right to implement the
Acquisition by way of a Takeover Offer, subject to the Panel's consent and the
terms of the Cooperation Agreement). A transaction implemented by means of a
scheme of arrangement is not subject to the provisions of Canadian provincial
securities laws applicable to take-over bids. Accordingly, the Acquisition is
subject to applicable disclosure and other procedural requirements and
practices applicable in the United Kingdom, which differ from those applicable
to take-over bids under Canadian provincial securities laws. Other than with
respect to financial information relating to WSP Global, the financial
information included in this announcement and the Scheme Document (when
issued) has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of Canadian companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in Canada. If the Acquisition is implemented by way of a Takeover
Offer, that offer will be made in compliance with (or pursuant to available
exemptions from) the applicable requirements of Canadian provincial securities
laws.

The receipt of cash pursuant to the Acquisition by a Canadian holder as
consideration for the transfer of its Ricardo Shares pursuant to the Scheme
may be a taxable transaction for Canadian federal income tax purposes and
under applicable Canadian provincial income tax laws, as well as foreign and
other tax laws. Each Ricardo Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

Ricardo is located in a country other than Canada, and some or all of its
officers and directors may be residents of a country other than Canada. It may
be difficult for Canadian holders of Ricardo Shares to enforce judgments
obtained in Canada against any person that is incorporated, continued or
otherwise organised under the laws of a foreign jurisdiction or resides
outside Canada, even if the party has appointed an agent for service of
process.

Forward-looking statements

This announcement and the Scheme Document (including information incorporated
by reference in this announcement and the Scheme Document), oral statements
made regarding the Acquisition and other information published by Ricardo, WSP
Global, WSP UK or any member of the Wider WSP Group or Wider Ricardo 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 Ricardo, WSP Global, WSP UK, any
member of the Wider WSP Group, the Wider Ricardo 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 and the Scheme
Document relate to future events, including Ricardo, WSP Global, WSP UK, any
member of the Wider WSP Group, the Wider Ricardo 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 Ricardo, WSP Global, WSP UK, any member of the Wider WSP Group or
Wider Ricardo 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 WSP Global, WSP UK, any member of the Wider WSP
Group or Wider Ricardo Group or the Ricardo Group; as well as the financial
condition, results of operations and businesses of WSP Global, WSP UK, any
member of the Wider WSP Group, Ricardo or the Wider Ricardo 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 Ricardo, WSP Global, WSP UK, the Wider WSP
Group, the Wider Ricardo Group and/or the Enlarged Group; (ii) business and
management strategies and the expansion and growth of Ricardo's, WSP Global's,
WSP UK's, any member of the Wider WSP Group's, the Wider Ricardo 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 Ricardo 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; and (v) the
effects of global economic conditions and governmental regulation on
Ricardo's, WSP Global's, WSP UK's, any member of the Wider WSP Group's, the
Wider Ricardo 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 Ricardo, WSP Global, or WSP UK, as applicable, and are based on
certain factors and assumptions, which by their nature are subject to inherent
risks and uncertainties. While Ricardo, WSP Global and WSP UK 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; the satisfaction of
the conditions to Completion of the Acquisition on the proposed terms and
schedule; the state of the global economy, political environment and the
economies of the regions in which Ricardo, WSP Global, WSP UK, the Wider WSP
Group and/or the Wider Ricardo Group operate, the accuracy of WSP Global, WSP
UK and Ricardo managements' estimates and judgments regarding the duration,
scope and impacts of new or continuing global health, geopolitical or military
events on the economy and financial markets, and on their business,
operations, revenues, liquidity, financial condition, margins, cash flows,
prospects and results in future periods; the accuracy of WSP Global, WSP UK
and Ricardo managements' assessments of anticipated growth drivers and global
megatrends; 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 WSP Global's and WSP UK's
financing plan in accordance with their respective terms; the stability of
interest rates at or near current levels; the sufficiency of WSP Global's, WSP
UK's, the Wider WSP Group's or the Wider Ricardo Group's liquidity and working
capital requirements for the foreseeable future; the ability of the WSP Group
and the Wider Ricardo Group to successfully integrate their respective
businesses, processes, systems and operations within anticipated time periods
and at expected cost levels and retain key employees, the Enlarged Group's
ability to make acquisitions and its ability to integrate or manage such
acquired businesses, the absence of deal protection mechanisms under the
Acquisition, WSP Global's reliance on the accuracy and completeness of
information provided by Ricardo 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, WSP Global or Ricardo being adversely impacted during
the pendency of the Acquisition, and change of control and other similar
provisions and fees, the closing conditions; WSP Global's ability to retain
and attract new business, achieve synergies and maintain market position
arising from successful integration plans relating to 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, capital investments made by the
public and private sectors; maintenance of satisfactory relationships with
suppliers and subconsultants; ability to recruit and retain highly skilled
resources; maintenance of satisfactory relationships with management, key
professionals and other employees; the maintenance of sufficient insurance;
the management of environmental, social and health and safety risks; the
sufficiency of the Wider WSP Group's or the Wider Ricardo Group's current and
planned information systems, communications technology and other technology;
compliance with laws and regulations; ability to successfully defend against
ongoing and future legal proceedings; the sufficiency of internal and
disclosure controls; no significant changes to the regulatory environment;
foreign currency fluctuation; no significant changes to the regulations to
which the Wider WSP Group's or the Wider Ricardo Group's is subject and no
significant decline in the state of their benefit plans; and other factors
discussed or referred to in the "Risk Factors" section of WSP Global's
Management's Discussion and Analysis for the fourth quarter and year ended 31
December 2024, and WSP Global's Management's Discussion and Analysis for the
three-month period ended 29 March 2025, which are available on WSP Global's
website at www.wsp.com (http://www.wsp.com) and under WSP Global's profile on
SEDAR+ at www.sedarplus.ca (http://www.sedarplus.ca) . 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, WSP Global, WSP UK and Ricardo
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. WSP Global, WSP UK and Ricardo caution
that the foregoing list of risk factors is not exhaustive. Neither Ricardo nor
any of WSP Global or WSP UK or any member of the Wider WSP Group or the Wider
Ricardo 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.

Additionally, to the extent any forward-looking statement in this announcement
or the Scheme Document constitutes financial outlook, within the meaning of
applicable Canadian securities laws, such information is intended to provide
investors with information regarding WSP Global, WSP UK and/or Ricardo,
including their assessment of future financial plans, and may not be
appropriate for other purposes. Financial outlook (including assumptions about
future events, including economic conditions and proposed courses of action,
based on assessments of the relevant information currently available), as with
forward-looking statements generally, is based on current estimates,
expectations and assumptions and is subject to inherent risks and
uncertainties and other factors.

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 Wider WSP Group or Wider Ricardo Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

WSP Global, WSP UK and Ricardo 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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/ (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 Ricardo Shareholders, persons with information rights,
participants in the Ricardo Share Plans and other relevant persons for the
receipt of communications from Ricardo may be provided to WSP UK during the
Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code
to comply with Rule 2.11(c) of the Takeover 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 WSP
Global's and Ricardo's websites at
https://www.wsp.com/en-gl/investors/offer-wsp-ricardo
(https://www.wsp.com/en-gl/investors/offer-wsp-ricardo) and
https://www.ricardo.com/en/investors/recommended-offer-from-wsp
(https://www.ricardo.com/en/investors/recommended-offer-from-wsp) ,
respectively, by no later than 12 noon (London time) on the business day
following the publication of this announcement. For the avoidance of doubt,
the contents of these websites are not incorporated into and do not form part
of this announcement.

You may request a hard copy of this announcement by contacting MUFG Corporate
Markets (UK) Limited ("MUFG Corporate Markets"), PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL or call on 0371 664 0321. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales.  Please note that MUFG Corporate
Markets cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. You may also
request that all future documents, announcements and information to be sent to
you in relation to the Acquisition should be 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.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Ricardo or WSP UK
(as applicable) will announce through a Regulatory Information Service key
events in the Scheme process, including the outcomes of the Meetings and the
date of the Scheme Court Hearing and that the Scheme has become Effective.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned or postponed).

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMBELLFEDLFBBZ

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