REG - WSP Global Inc. Ricardo PLC - Form 8 (OPD) (Ricardo PLC)

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RNS Number : 8110N  WSP Global Inc.  20 June 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     WSP Group Limited
 (b) Owner or controller of interests and short positions disclosed, if          WSP Group Limited is a wholly-owned subsidiary of WSP Global Inc.
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Ricardo plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         18 June 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests           Short positions

                                                                      Number      %       Number    %
 (1) Relevant securities owned and/or controlled:                     12,443,655  19.99%  Nil
 (2) Cash-settled derivatives:                                        Nil                 Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil                 Nil
 purchase/sell:
                                                                      12,443,655  19.99%  Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (A)  Interests in Ricardo plc's ordinary shares held by the directors of WSP
 Group Limited and their close relatives and related trusts

WSP Group Limited  Number of relevant securities owned and/or controlled  %
 Miles Barnard      Nil                                                    -
 Karen Sewell       Nil                                                    -

 

 (B)  Interests in Ricardo plc's ordinary shares held by the directors of WSP
 Global Inc. and their close relatives and related trusts

WSP Global Inc. Director  Number of relevant securities owned and/or controlled  %
 Christopher Cole          Nil                                                    -
 Alexandre L'Heureux       Nil                                                    -
 Pascale Sourisse          Nil                                                    -
 Linda Smith-Galipeau      Nil                                                    -
 Martine Ferland           Nil                                                    -
 Suzanne Rancourt          Nil                                                    -
 Eric Lamarre              Nil                                                    -
 Macky Tall                Nil                                                    -
 Claude Tessier            Nil                                                    -

 

 (C)  Interests in Ricardo plc's ordinary shares held by other concert parties
 of WSP Group Limited

 Nil.

 

(B)  Interests in Ricardo plc's ordinary shares held by the directors of WSP
Global Inc. and their close relatives and related trusts

 

 WSP Global Inc. Director  Number of relevant securities owned and/or controlled  %
 Christopher Cole          Nil                                                    -
 Alexandre L'Heureux       Nil                                                    -
 Pascale Sourisse          Nil                                                    -
 Linda Smith-Galipeau      Nil                                                    -
 Martine Ferland           Nil                                                    -
 Suzanne Rancourt          Nil                                                    -
 Eric Lamarre              Nil                                                    -
 Macky Tall                Nil                                                    -
 Claude Tessier            Nil                                                    -

 

(C)  Interests in Ricardo plc's ordinary shares held by other concert parties
of WSP Group Limited

 

Nil.

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  20 June 2025
 Contact name:        Philippe Fortier

                      Chief Legal Officer, WSP Global Inc.

                      For and on behalf of WSP Group Limited and WSP Global Inc.
 Telephone number:    +1-438-843-7487

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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