REG - WSP Global Inc. Ricardo PLC - Offer for Ricardo PLC
11/06/2025 07:00
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RNS Number : 3631M WSP Global Inc. 11 June 2025
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RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
11 June 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
Summary
· The boards of WSP Global, WSP UK and Ricardo are
pleased to announce that they have 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 to be
acquired pursuant to the SG Share Purchase Agreement (the "Acquisition"). 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, Ricardo
Shareholders will be entitled to receive, for each Ricardo Share held:
430 pence in cash (the "Final Acquisition Price")
· The Final Acquisition Price represents a premium of
approximately:
· 28 per cent. to the Closing Price per Ricardo Share
of 335 pence on 10 June 2025 (being the last Business Day prior to the date of
this announcement); and
· 69 per cent. to the volume-weighted average price
of 254 pence per Ricardo Share for the 90-day period ended 10 June 2025 (being
the last Business Day prior to the date of this announcement).
The Acquisition values the entire issued and to be issued share capital of
Ricardo at approximately £281 million.
*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).
Background to and reasons for the Acquisition
· WSP Group is one of the world's leading professional
services firms, with approximately 72,600 professionals in over 50 countries,
providing engineering, strategic advisory, and science-based expertise to
clients in the transportation, infrastructure, environment, building, energy,
water, and mining and metals sectors.
· WSP Group is a global leader with a uniquely
diversified platform and a long history of successfully executing and
integrating acquisitions. WSP Group believes that the integration of Ricardo
into the WSP Group will accelerate the implementation of Ricardo's strategic
objectives and provide additional opportunities for cost savings and revenue
synergies through increased scale and complementary offerings. The Acquisition
aligns and supports WSP's 2025 - 2027 Global Strategic Action Plan by
accelerating its expansion in targeted high growth areas and enhancing its
capabilities in Rail and Mass Transportation (Rail) and Environmental and
Energy (EE). Ricardo's Rail and EE businesses have limited overlap with WSP
Group's current service offering, providing additional advisory services that
are highly complementary to its existing operations.
· The WSP Group recognises the value of Ricardo's
Automotive & Industrial and Performance Products businesses and its long
history and respected brand in the specialist and automotive design and
manufacturing sector and will work with Ricardo's management team to complete
their strategic review of these business units, as set out in paragraph 10
(Strategic plans for Ricardo and Ricardo's future business).
· Specifically, the Acquisition represents an excellent
opportunity for the following reasons:
o Ricardo's EE business line is highly specialised and differentiated from
the typical environmental consultancies. Ricardo has niche areas of high value
expertise including policy, strategy and economics; air quality, nature and
water management; corporate sustainability and energy market modelling. The
Acquisition will allow the WSP Group to provide a broader range of
complementary services to its clients while helping WSP Group to advance its
water, advisory and energy transition service lines and grow its client
relationships by offering a more diverse range of services.
o Ricardo's Rail business line has global expertise supporting leading OEMs
in the rail sector and is known as a leading name specialising in high value
rail engineering and assurance services. The Acquisition will enable the WSP
Group to continue its growth aspirations in the transportation sector. In
particular, the Acquisition would benefit the WSP Group's ambitions in the
Netherlands where Ricardo's rail expertise and client relationships will
provide an excellent platform for its growth aspirations.
o Ricardo's projects and clients are complementary with WSP's existing
business, with limited areas of overlap.
o Ricardo has a global footprint which aligns well with WSP's existing
locations suggesting the opportunity for cost synergies and collaboration
through co-location. The Acquisition further strengthens the WSP Group's
geographic presence, particularly in the United Kingdom, Australia and the
Netherlands.
· WSP Group and Ricardo have aligned cultures and shared
values. Both are dynamic and entrepreneurial organisations with a key focus on
technical excellence and innovation. Recognising that the culture of an
organisation is driven by its people, WSP Global is delighted by the
opportunity to welcome the Ricardo employees into the WSP Group and to join
forces using the collective know-how of the enlarged workforce to grow the
respective businesses.
Ricardo Recommendation
· The Ricardo Directors, who have been so advised by
Gleacher Shacklock as to the financial terms of the Acquisition, unanimously
consider the terms of the Acquisition to be fair and reasonable. In providing
its advice to the Ricardo Directors, Gleacher Shacklock has taken into account
the commercial assessments of the Ricardo Directors. Gleacher Shacklock is
providing independent financial advice to the Ricardo Directors for the
purposes of Rule 3 of the Code. In addition, the Ricardo Directors consider
the terms of the Acquisition to be in the best interests of Ricardo
Shareholders as a whole.
· Accordingly, the Ricardo Directors intend to recommend
unanimously that Ricardo Shareholders vote in favour of the Scheme at the
Court Meeting and the resolution to be proposed at the General Meeting as
those Ricardo Directors who hold Ricardo Shares have irrevocably undertaken to
do (or to procure to the fullest extent that they are able to be done) in
respect of their own beneficial holdings of 119,283 Ricardo Shares
representing, in aggregate, approximately 0.19 per cent. of the share capital
of Ricardo in issue on 10 June 2025 (being the latest practicable date prior
to the start of the Offer Period).
Irrevocable Undertakings and Letters of Intent
· As noted above, WSP Global and WSP UK have received
irrevocable undertakings from each of the Ricardo Directors who hold Ricardo
Shares to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
119,283 Ricardo Shares, representing approximately 0.19 per cent. of the
existing issued share capital of Ricardo on 10 June 2025 (being the latest
practicable date prior to the start of the Offer Period).
· In addition, WSP Global and WSP UK 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 from Gresham House
Asset Management Ltd, Aberforth Partners LLP and Royal London Asset Management
Limited in respect of a total of 27,933,608 Ricardo Shares, representing, in
aggregate, approximately 44.9 per cent. of Ricardo's issued share capital in
issue on 10 June 2025 (being the latest practicable date prior to the start of
the Offer Period). The irrevocable undertakings also include the relevant
shareholders' commitments to accept the Takeover Offer if the Acquisition is
structured as a Takeover Offer and to vote against any transaction or other
matter which may impede the Acquisition (including, in the case of the
irrevocable undertakings from Gresham House Asset Management Ltd, Aberforth
Partners LLP and Royal London Asset Management Limited, the resolution to be
voted on at the general meeting of Ricardo convened for 18 June 2025 to remove
Mark Clare from office as director and Chairman of the board of Ricardo).
· WSP UK and WSP Global have also a received letter of
intent to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from Schroder Investment
Management Limited in respect of a total of 1,851,423 Ricardo Shares,
representing approximately 2.98 per cent. of Ricardo's issued share capital in
issue on 10 June 2025 (being the latest practicable date prior to the start of
the Offer Period).
· WSP Global and WSP UK have therefore received
irrevocable undertakings or letters of intent in respect of a total of
29,904,314 Ricardo Shares representing, in aggregate, approximately 48.06 per
cent. of Ricardo's share capital in issue on 10 June 2025 (being the latest
practicable date prior to the start of the Offer Period).
· Further details of these irrevocable undertakings and
letters of intent are set out in Appendix III to this announcement.
Acquisition of Ricardo Shares from Science Group
· In addition, pursuant to the SG Share Purchase
Agreement, WSP UK has agreed on 11 June 2025 to purchase 12,443,655 Ricardo
Shares from Science Group at 430 pence per share, representing approximately
19.99 per cent. of the existing issued share capital of Ricardo on 10 June
2025 (being the last practicable date prior to the start of the Offer Period).
The SG Share Purchase Agreement will be made available on WSP Global's website
- see paragraph 19 (Documents available on website).
Information on WSP UK and WSP Global
· WSP UK is a limited company registered in England and
Wales incorporated on 1 June 1987. WSP UK is a wholly-owned subsidiary of WSP
Global and its principal activity is as an intermediate holding company within
the WSP Group. Further details in relation to WSP UK will be contained in the
Scheme Document.
· WSP Global is the ultimate parent company of the WSP
Group, one of the world's leading professional services firms, uniting its
engineering, advisory and science-based expertise to shape communities to
advance humanity. The WSP Group provides strategic advisory, engineering, and
design services to clients in the transport & infrastructure, earth &
environment, property and buildings, and power and energy sectors. WSP's
global experts include advisors, engineers, environmental specialists,
scientists, technicians, architects and planners, in addition to other design
and program management professionals. With approximately 72,600 talented
people globally, WSP is well positioned to deliver successful and sustainable
projects to meet clients' needs.
· The WSP Group's business model is centred on maintaining
a leading position in each of its end markets and the regions in which it
operates by establishing a strong commitment to, and recognising the needs of,
surrounding communities, as well as regional, national and global clients. The
WSP Group offers a variety of professional services throughout all project
execution phases, from the initial development and planning studies through to
the project and program management, design, construction management,
commissioning and maintenance phases. Under this business model, the WSP Group
benefits from regional offices with a full-service offering. Functionally,
sector leaders work together with regional leaders to develop and co-ordinate
markets served, combining local knowledge and relationships with nationally
recognised expertise. The WSP Group has developed a multidisciplinary team
approach whereby employees work closely with clients to develop optimised
solutions.
· The WSP Group has completed over 180 acquisitions in
its history, including numerous strategic acquisitions in the UK and of global
companies, with a proven track record for successfully integrating those
businesses. By strengthening its competencies across various market sectors
through a disciplined acquisition strategy, the WSP Group's management
believes that it can enhance its value proposition for its clients, provide
more opportunities to its employees and accelerate its ability to achieve its
strategic objectives.
· WSP Global's shares are publicly listed on the Toronto
Stock Exchange with a current market capitalisation of approximately CAD 35.5
billion as at 10 June 2025. WSP Global reported consolidated revenues of CAD
16.17 billion (2023: CAD 14.44 billion) and generated Adjusted EBITDA of CAD
2.19 billion (2023: CAD 1.92 billion), in each case as reported for the year
ended 31 December 2024.
Information on Ricardo
· Ricardo is a public limited company registered in
England and Wales and is listed on the Official List of the London Stock
Exchange. Ricardo is a global strategic, environmental, and engineering
consulting company, with over 100 years of engineering excellence and
approximately 2,700 employees in more than 20 countries. Ricardo provides
exceptional levels of expertise in delivering innovative cross-sector
sustainable outcomes to support energy planning and resilience, environmental
adaptation services and safe and smart transport solutions. Its global team of
consultants, environmental specialists, engineers, and scientists support
customers to solve the most complex and dynamic challenges to help achieve a
safe and sustainable world.
· Ricardo's strategy is underpinned by global megatrends
that support long term revenue growth, including climate change, energy
transition and safe and sustainable mobility. The strategy is also focused on
delivering three key priorities: portfolio prioritisation, market expansion
and M&A acceleration. Since 2022, Ricardo has made good progress in
implementing its strategy to focus on its environmental and energy transition
portfolio and these businesses today account for approximately 85% of its
underlying operating profits. This has evolved Ricardo into a simpler, more
efficient, faster growing business with greater exposure to higher divisional
margins.
Structure, 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
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).
· The Acquisition is conditional on, among other things,
the approval of the requisite majority of Ricardo 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 Ricardo Shares voted by Scheme
Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Ricardo Shares voted. In
addition, a special resolution implementing the Scheme must be passed by
Ricardo 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 merger control, foreign investment and regulatory
clearances in Australia, Saudi Arabia, the United Kingdom and the United
States of America, 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 Ricardo
Shareholders (along with the Forms of Proxy for use in connection with the
Court Meeting and the General Meeting) as soon as reasonably practicable and,
in any event, within 28 days of this announcement (unless otherwise agreed by
the Panel, WSP UK and Ricardo).
· 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 Ricardo, the Final
Acquisition Price will be reduced accordingly. In such circumstances, Ricardo
Shareholders will be entitled to retain any such dividend, distribution, or
other return of value declared, made, or paid.
· The Acquisition is currently expected to complete in Q4
2025, subject to the satisfaction or waiver of the Conditions. An expected
timetable of key events relating to the Acquisition will be set out in the
Scheme Document.
Commenting on the Acquisition, Mark Clare, Chair of Ricardo, said:
"Ricardo has made significant progress with its strategy to transform the
business into a world leading environmental and energy transition consultancy,
with its prospects underpinned by global mega trends supportive of long-term
growth.
However, while good progress has been made, there are further steps required
to complete the transformation which bring some execution risks against the
background of short-term market challenges and the uncertain geopolitical and
macroeconomic backdrop.
Against this background, WSP has made a compelling offer which represents a
highly attractive premium to recent average trading levels and provides
certain value in cash today for Ricardo shareholders. Importantly, the Ricardo
Directors believe that the Acquisition will provide enhanced career
opportunities for Ricardo's employees within the WSP Group as well as access
for our clients to a broader service offering."
Commenting on the Acquisition, Alexander L'Heureux, President and CEO of WSP
Global, said:
"The proposed acquisition of Ricardo perfectly aligns with WSP's vision for
sustainable, compounding growth and our clear ambitions to expand in advisory,
energy transition, water solutions and the rail sector over the next three
years. We are poised to enhance our ability to deliver innovative solutions as
we combine our global reach and resources with Ricardo's complementary
expertise. Moreover, the shared entrepreneurial spirit and technical
excellence between our teams position us to create further value for our
clients. We look forward to welcoming Ricardo's talented professionals to WSP
and seizing new opportunities with our broadened service offering."
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 and letters of
intent 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:
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=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQ
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20 7597 4000
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SEC Newgate (Media Enquiries)
Box Huxford +44 20 7680 6882
Ian Silvera
Ricardo@secnewgate.co.uk
Linklaters LLP is retained as international legal adviser to WSP UK and WSP
Global. Ashurst LLP is retained as international legal adviser to Ricardo.
Important Notices
RBC Europe Limited (trading as RBC Capital Markets), 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 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 Europe Limited 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 Europe Limited 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 Financial Conduct Authority, 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 Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority (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.
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
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, WSP UK and/or WSP Global or their
respective nominees, or their respective brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase Ricardo
Shares, other than pursuant to the Acquisition, until the date of 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.
Ricardo and WSP UK will prepare the Scheme Document to be distributed to
Ricardo Shareholders. Ricardo, WSP UK and WSP Global urge Ricardo 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 exempted document.
This announcement contains inside information in relation to Ricardo for the
purposes of Article 7 of the Market Abuse Regulation. The person responsible
for arranging the release of this announcement on behalf of Ricardo is
Harpreet Sagoo, General Counsel and Company Secretary; Ricardo's Legal Entity
Identifier is 213800ZNYAY35F4XB814.
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 WSP UK 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
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 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 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 the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct Authority.
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. 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 (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition and the
acquisition of Ricardo Shares pursuant to the SG Share Purchase Agreement, 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 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 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.
No profit forecasts or estimates
Save for the Ricardo FY24/25 Profit Forecast in Appendix IV to this
announcement, 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 WSP
Global, WSP UK or Ricardo, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for WSP Global, WSP UK or Ricardo, 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/ (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 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 WSP
Global's and Ricardo's websites at https://www.wsp.com/investors
(https://www.wsp.com/investors) and https://www.ricardo.com/en/investors
(https://www.ricardo.com/en/investors) , respectively, by no later than 12
noon (London time) on 12 June 2025. 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"), Central Square, 29 Wellington
Street, Leeds LS1 4DL or on 0371 664 0300. 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 a.m. - 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Ricardo 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 62,218,280 ordinary shares of twenty five
pence each. There are no ordinary shares held in treasury. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB0007370074.
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
11 June 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 UK Companies Act 2006
1 Introduction
The boards of WSP Global, WSP UK and Ricardo are pleased to announce that they
have 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 to be acquired pursuant to the SG Share Purchase
Agreement ("Acquisition"). It is anticipated that the Acquisition will be
effected by means of a scheme of arrangement under Part 26 of the Companies
Act 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.
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, Ricardo Shareholders will be entitled to receive, for
each Ricardo Share held:
430 pence in cash (the "Final Acquisition Price")
The Final Acquisition Price represents a premium of approximately:
· 28 per cent. to the Closing Price per Ricardo Share
of 335 pence on 10 June 2025 (being the last Business Day prior to the date of
this announcement); and
· 69 per cent. to the volume-weighted average price
of 254 pence per Ricardo Share for the 90-day period ended 10 June 2025 (being
the last Business Day prior to the date of this announcement).
The Acquisition values the entire issued and to be issued share capital of
Ricardo at approximately £281 million.
It is expected that the Scheme Document will be distributed to Ricardo
Shareholders as soon as reasonably practicable and, in any event, within 28
days of this announcement (unless otherwise agreed by the Panel, WSP UK and
Ricardo).
* 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).
3 Background to and reasons for the Acquisition
WSP Group is one of the world's leading professional services firms, with
approximately 72,600 professionals in over 50 countries, providing
engineering, strategic advisory, and science-based expertise to clients in the
transportation, infrastructure, environment, building, energy, water, and
mining and metals sectors.
WSP Group is a global leader with a uniquely diversified platform and a long
history of successfully executing and integrating acquisitions, guided by its
commitment to supporting employee retention and growth. WSP Group believes
that the integration of Ricardo into the WSP Group will accelerate the
implementation of Ricardo's strategic objectives and provide additional
opportunities for cost savings and revenue synergies through increased scale
and complementary offerings. The Acquisition aligns and supports WSP's 2025 -
2027 Global Strategic Action Plan by accelerating its expansion in targeted
high growth areas and enhancing its capabilities in Rail and Mass
Transportation (Rail) and Environmental and Energy (EE). Ricardo's Rail and EE
businesses have limited overlap with WSP Group's current service offering,
providing additional advisory services that are highly complementary to its
existing operations.
The WSP Group recognises the value of Ricardo's Automotive & Industrial
and Performance Products businesses and its long history and respected brand
in the specialist and automotive design and manufacturing sector and will work
with Ricardo's management team to complete their strategic review of these
business units, as set out in paragraph 10 (Strategic plans for Ricardo and
Ricardo's future business).
Specifically, the Acquisition represents an excellent opportunity for the
following reasons:
· Ricardo's EE business line is highly specialised
and differentiated from the typical environmental consultancies. Ricardo has
niche areas of high value expertise including policy, strategy and economics;
air quality, nature and water management; corporate sustainability and energy
market modelling. The Acquisition will allow the WSP Group to provide a
broader range of complementary services to its clients while helping WSP Group
to advance its water, advisory and energy transition service lines and grow
its client relationships by offering a more diverse range of services.
· Ricardo's Rail business line has global expertise
supporting leading OEMs in the rail sector and is known as a leading name
specialising in high value rail engineering and assurance services. The
Acquisition will enable the WSP Group to continue its growth aspirations in
the transportation sector. In particular, the Acquisition would benefit the
WSP Group's ambitions in the Netherlands where Ricardo has extensive rail
expertise and client relationships.
· Ricardo's projects and clients are complementary
with WSP's existing business, with limited areas of overlap.
· Ricardo has a global footprint which aligns well
with WSP's existing locations suggesting the opportunity for cost synergies
and collaboration through co-location. The Acquisition further strengthens the
WSP Group's geographic presence, particularly in the United Kingdom, Australia
and the Netherlands.
WSP Group and Ricardo have aligned cultures and shared values. Both are
dynamic and entrepreneurial organisations with a key focus on technical
excellence and innovation. Recognising that the culture of an organisation is
driven by its people, WSP Global is delighted by the opportunity to welcome
the Ricardo employees into the WSP Group and to join forces using the
collective know-how of the enlarged workforce to grow the respective
businesses.
4 Background to and reasons for the recommendation
In May 2022, the Board of Ricardo announced a 5-year strategy to transform the
business to become a world-leading strategic and engineering consultancy
focused on its Environmental and Energy Transition portfolio. Consistent with
this strategy, Ricardo has completed a series of strategic acquisitions and
disposals to reposition its portfolio, including the sale of Ricardo's Defense
Business and four acquisitions to develop the environmental consulting
business. Today Ricardo's Environmental and Energy Transition portfolio
accounts for approximately 85% of the Ricardo's underlying operating profits.
In addition, Ricardo has been working to further integrate and align its
unique end-to-end service capability to leverage the design engineering
capabilities of its Automotive & Industrial ("A&I") business with the
ability to take design into production in Performance Products ("PP"). Ricardo
expects to combine these two businesses to create a single simplified business
unit and is in the process of conducting a strategic review of these business
units.
Reflecting Ricardo's progress with its portfolio transformation, Ricardo's
medium-term outlook is underpinned by an encouraging order book, recent
contract wins and material cost saving and cash initiatives.
However, while significant progress has been made in implementing the
Ricardo's strategy, further steps are required to complete the transformation
and Ricardo's recent trading performance has been disappointing against the
background of short-term challenging market conditions. This led to a profit
downgrade on 30 January 2025, after which the Ricardo's share price declined
approximately 37% over the following week.
On 28 March 2025, Ricardo received an indicative, non-binding proposal from
WSP to acquire Ricardo and, following a number of proposals and discussions,
in late April 2025 the parties reached agreement in principle on an offer at
the Final Acquisition Price. Thereafter, Ricardo provided WSP access to due
diligence information. In deciding to unanimously recommend the Acquisition,
the Ricardo Directors have taken into account a number of factors, including
that:
· notwithstanding the progress made to date, there
are execution risks in delivering Ricardo's strategy to reorientate the
business to focus on its Environmental and Energy Transition portfolio against
the background of the short-term market challenges and the uncertain
geopolitical and macroeconomic backdrop;
· the Acquisition provides Ricardo Shareholders with
an opportunity to realise certain value in cash in the near term for their
Shares;
· the Final Acquisition Price represents a
significant premium equivalent to 28 per cent. to the Closing Price of 335
pence per Ricardo share on 10 June 2025 (being the latest practicable date
prior to the start of the Offer Period) and 69 per cent. to the
volume-weighted average price of 254 pence per Ricardo share for the 90-day
period ended 10 June 2025; and
· the terms of the Acquisition represent a multiple
of 10.4x Ricardo's pre-IFRS 16* underlying EBITDA and 13.1x Ricardo's pre-IFRS
16 underlying operating profit for the 12 months ended 31 December 2024 (based
on continuing operations after the divestment of the defence business and
including full-year contribution of E3A Advisory Pty Ltd), which the Ricardo
Directors believe compares favourably to precedent transactions across
Ricardo's various sectors.
In addition to the financial terms of the Acquisition, the Ricardo Directors
have also considered WSP's intentions regarding the management of Ricardo
under its ownership, including the potential impact of WSP's ownership on the
interests of Ricardo's clients, employees and members of Ricardo's pension
plans, and are satisfied that WSP's commitments will protect stakeholder
interests appropriately. The Ricardo Directors believe that the Acquisition
will provide enhanced career opportunities for Ricardo's employees within the
WSP Group as well as access for its clients to a broader service offering.
Accordingly, following careful consideration, the Ricardo Directors believe
the Acquisition represents an attractive price in cash for Ricardo's
Shareholders and intend to recommend unanimously the Acquisition to Ricardo
Shareholders.
*On a post-IFRS 16 basis, the terms of the Acquisition represent a multiple of
9.4x Ricardo's post-IFRS 16 underlying EBITDA and 13.6x Ricardo's post-IFRS 16
underlying operating profit for the 12 months ended 31 December 2024 (based on
continuing operations after the divestment of the defence business and
including full-year contribution of E3A Advisory Pty Ltd).
5 Recommendation
The Ricardo Directors, who have been so advised by Gleacher Shacklock as to
the financial terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Ricardo
Directors, Gleacher Shacklock has taken into account the commercial
assessments of the Ricardo Directors. Gleacher Shacklock is providing
independent financial advice to the Ricardo Directors for the purposes of Rule
3 of the Code. In addition, the Ricardo Directors consider the terms of the
Acquisition to be in the best interests of Ricardo Shareholders as a whole.
Accordingly, the Ricardo Directors intend to recommend unanimously that
Ricardo Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution to be proposed at the General Meeting as those Ricardo Directors
who hold Ricardo Shares have irrevocably undertaken to do (or procure to the
fullest extent that they are able to be done) in respect of their own
beneficial holdings of 119,283 Ricardo Shares representing, in aggregate,
approximately 0.19 per cent. of the share capital of Ricardo in issue on 10
June 2025 (being the latest practicable date prior to the start of the Offer
Period).
6 Irrevocable undertakings and letters of intent
As noted above, WSP Global and WSP UK have received irrevocable undertakings
from each of the Ricardo Directors who hold Ricardo Shares to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting, in respect of a total of 119,283 Ricardo Shares, representing
approximately 0.19 per cent. of the existing issued share capital of Ricardo
on 10 June 2025 (being the latest practicable date prior to the start of the
Offer Period).
In addition, WSP Global and WSP UK 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 from Gresham House Asset Management Ltd,
Aberforth Partners LLP and Royal London Asset Management Limited in respect of
a total of 27,993,608 Ricardo Shares, representing, in aggregate,
approximately 44.9 per cent. of Ricardo's issued share capital in issue on 10
June 2025 (being the latest practicable date prior to the start of the Offer
Period). These irrevocable undertakings also include the relevant
shareholders' commitments to accept a Takeover Offer (if the Acquisition is
structured as a Takeover Offer) and to vote against any transaction or other
matter which may impede the Acquisition (including, in the case of the
irrevocable undertakings from Gresham House Asset Management Ltd, Aberforth
Partners LLP and Royal London Asset Management Limited, the resolution to be
voted on at the general meeting of Ricardo convened for 18 June 2025 to remove
Mark Clare from office as director and Chairman of the board of Ricardo).
WSP UK and WSP Global have also a received letter of intent to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting from Schroder Investment Management Limited in respect of a
total of 1,851,423 Ricardo Shares, representing approximately 2.98 per cent.
of Ricardo's issued share capital in issue on 10 June 2025 (being the latest
practicable date prior to the start of the Offer Period).
WSP Global and WSP UK have therefore received irrevocable undertakings or
letters of intent in respect of a total of 29,904,314 Ricardo Shares
representing, in aggregate, approximately 48.06 per cent. of Ricardo's issued
share capital on 10 June 2025 (being the latest practicable date prior to the
start of the Offer Period).
Further details of these irrevocable undertakings and letters of intent are
set out in Appendix III to this announcement.
7 Acquisition of Ricardo Shares from Science Group
In addition, pursuant to the SG Share Purchase Agreement, WSP UK has agreed on
11 June 2025 to purchase 12,443,655 Ricardo Shares from Science Group at 430
pence per share, representing approximately 19.99 per cent. of the existing
issued share capital of Ricardo on 10 June 2025 (being the last practicable
date prior to the start of the Offer Period). The SG Share Purchase Agreement
will be made available on WSP Global's website - see paragraph 19 (Documents
available on website).
8 Information on WSP UK and WSP Global
WSP UK is a limited company registered in England and Wales and was
incorporated on 1 June 1987. WSP UK is a wholly-owned subsidiary of WSP Global
and its principal activity is as an intermediate holding company within the
WSP Group. Further details in relation to WSP UK will be contained in the
Scheme Document.
WSP Global is the ultimate parent company of the WSP Group, one of the world's
leading professional services firms, uniting its engineering, advisory and
science-based expertise to shape communities to advance humanity. The WSP
Group provides strategic advisory, engineering, and design services to clients
in the transport & infrastructure, earth & environment, property and
buildings, and power and energy sectors. The WSP Group's global experts
include advisors, engineers, environmental specialists, scientists,
technicians, architects and planners, in addition to other design and program
management professionals. With approximately 72,600 talented people globally,
the WSP Group is well positioned to deliver successful and sustainable
projects to meet clients' needs.
The WSP Group's business model is centred on maintaining a leading position in
each of its end markets and the regions in which it operates by establishing a
strong commitment to, and recognising the needs of, surrounding communities,
as well as regional, national and global clients. The WSP Group offers a
variety of professional services throughout all project execution phases, from
the initial development and planning studies through to the project and
program management, design, construction management, commissioning and
maintenance phases. Under this business model, the WSP Group benefits from
regional offices with a full-service offering. Functionally, sector leaders
work together with regional leaders to develop and co-ordinate markets served,
combining local knowledge and relationships with nationally recognised
expertise. The WSP Group has developed a multidisciplinary team approach
whereby employees work closely with clients to develop optimised solutions.
The WSP Group has completed over 180 acquisitions in its history, including
numerous strategic acquisitions in the UK and of global companies, with a
proven track record for successfully integrating those businesses. By
strengthening its competencies across various market sectors through a
disciplined acquisition strategy, the WSP Group's management believes that it
can enhance its value proposition for its clients, provide more opportunities
to its employees and accelerate its ability to achieve its strategic
objectives. WSP Global's shares are publicly listed on the Toronto Stock
Exchange with a current market capitalisation of approximately CAD 35.5
billion as at 10 June 2025. WSP Global reported consolidated revenues of CAD
16.17 billion (2023: CAD 14.44 billion) and generated Adjusted EBITDA of CAD
2.19 billion (2023: CAD 1.92 billion), in each case as reported for the year
ended 31 December 2024.
9 Information on Ricardo and the Ricardo Group
Ricardo plc is a public limited company registered in England and Wales and is
listed on the Official List of the London Stock Exchange. Ricardo is a global
strategic, environmental, and engineering consulting company, with over 100
years of engineering excellence and approximately 2,700 employees in more than
20 countries. Ricardo provides exceptional levels of expertise in delivering
innovative cross-sector sustainable outcomes to support energy planning and
resilience, environmental adaptation services and safe and smart transport
solutions. Its global team of consultants, environmental specialists,
engineers, and scientists support customers to solve the most complex and
dynamic challenges to help achieve a safe and sustainable world.
Ricardo's strategy is underpinned by global megatrends that support long term
revenue growth, including climate change, energy transition and safe and
sustainable mobility. The strategy is also focused on delivering three key
priorities: portfolio prioritisation, market expansion and M&A
acceleration. Since 2022, Ricardo has made good progress in implementing its
strategy to focus on its environmental and energy transition portfolio and
these businesses today account for approximately 85% of its underlying
operating profits. This has evolved Ricardo into a simpler, more efficient,
faster growing business with greater exposure to higher divisional margins.
10 Strategic plans for Ricardo, its Directors, management,
employees, pensions, and locations
Strategic plans for Ricardo and Ricardo's future business
As set out in paragraph 3 (Background to and reasons for the Acquisition), WSP
believes Ricardo is an attractive addition to the WSP Group.
WSP Global and WSP UK are supportive of Ricardo's existing strategy to focus
the portfolio on environmental and energy transition solutions and create a
simpler and more efficient business. In particular, WSP Global and WSP UK
support management's existing plans to:
· reorientate the business to focus on its leading
environmental and energy transition portfolio;
· implement the announced actions and initiatives to
reduce costs and improve efficiency of the Ricardo Group, in line with
management's stated objective of reducing indirect costs to a maximum of 20%
of revenue over the medium term and achieving £10m of cost savings in
FY25/26, the details of which were disclosed in Ricardo's latest interim
results and strategic update in April 2025; and
· combine Ricardo's Automotive & Industrial
("A&I") and Performance Products ("PP") businesses to create a single
simplified business unit leveraging design engineering capabilities with the
ability to take design into production. Under WSP's ownership, Ricardo will
continue its ongoing strategic review of these business units. While no firm
decisions have been taken, the outcome of the strategic review is likely to
result in a sale of the A&I and PP businesses at the appropriate time.
Following Completion of the Acquisition, WSP Global and WSP UK intend to
continue their evaluation and examine in more depth the Ricardo Group's
business, with the Ricardo leadership team, to determine any organisational
and structural changes that should be implemented to integrate Ricardo into
the WSP Group.
Directors, management and employees
WSP Global and WSP UK attach great importance to the skill and experience of
Ricardo Group's management and employees, and believe that they will benefit
from greater opportunities as a result of being part of the WSP Group. WSP
Global and WSP UK also recognise the value of the Ricardo Group's
professionals, noting that the Ricardo Group's brand and culture are also
largely a reflection of the quality of these employees.
The WSP Group has extensive integration experience with a solid track record
of employee retention and recognises that the contribution of the employees
and management of the Ricardo Group will be key to its success going forward.
WSP Global and WSP UK expect the Ricardo Group's employees and management to
have exciting growth and career opportunities within the WSP Group.
WSP Global and WSP UK intend to follow the successful integration roadmap
applied in the many acquisitions they have completed over the years, and have
a management team with significant experience and expertise to achieve an
effective integration of the Ricardo Group into the WSP Group. The WSP Group's
workforce and management team include a significant number of people who have
joined the WSP Group as part of prior acquisitions, highlighting the WSP
Group's successful track record of leveraging acquisitions to build and scale
teams.
The WSP Group recognises the core role the Ricardo Group's professional
services employees, which form the bulk of Ricardo's workforce, have in
driving the Ricardo Group's success and as such does not expect any material
changes to the headcount of these individuals, nor to Ricardo's employees in
aggregate. The WSP Group would approach any integration activities with the
aim of maintaining operational momentum and retaining and motivating the best
talent across the WSP Group. Recognising that Ricardo Group's employees will
be a key factor in maximising the opportunities that the Acquisition will
present, the executive leadership of the WSP Group will aim to retain the best
talent across the WSP Group and Ricardo Group.
The due diligence work carried out to date has confirmed the potential to
generate cost savings through efficiencies in head office and support
functions, including reducing headcount in those areas as well as indirect
cost savings related to the cessation of the Ricardo Group's status as a
public listed company. As such, WSP Global and WSP UK anticipate a reduction
in the headcount of duplicative corporate functions of the Enlarged Group of
approximately 75 full-time employees, equivalent to less than 2.9 per cent. of
Ricardo's employee headcount (based on the employee headcount of the Ricardo
Group as at the date of this announcement). As a global company with a
commitment to talent mobility and career development, the WSP Group offers
employment opportunities worldwide. As such, the WSP Group will consider,
where applicable, if any individuals impacted are suitable for open vacancies
in the wider WSP Group.
The planning, preparation, finalisation and implementation of any headcount
reductions will be subject to comprehensive planning and engagement with
employees and consultation with employee representatives as required by
applicable local law. Any individuals affected will be treated in a manner
consistent with the high standards, culture and practices of the WSP Group.
The integration of Ricardo Group's business and the impact on employees
(including the impact on headcount) described above will be subject to the
findings of the ongoing strategic review of the A&I and PP businesses
which, as noted above, is likely to result in a sale of these businesses. The
WSP Group will consider, as part of any such disposals, the suitability of any
purchaser and the impact of the disposal on the employees and clients of the
affected businesses.
Neither WSP Global nor WSP UK has entered into, and has not had discussions on
proposals to enter into, any form of incentivisation arrangements with members
of Ricardo management and does not intend to enter into any such discussions
prior to the Effective Date.
It is also intended that, upon Completion of the Acquisition, all
non-executive members of the board of directors of Ricardo will step down from
their office as directors of Ricardo and receive cash payments in lieu of
notice.
Headquarters, locations, fixed assets
The Acquisition provides an opportunity to optimise the Ricardo Group's
offices with the WSP Group's offices. After Completion of the Acquisition, WSP
Global and WSP UK will review their expanded office and real estate footprint
globally, including the Ricardo facilities in Shoreham-by-Sea, which will also
be included in the ongoing strategic review of the A&I and PP businesses.
There is overlap in global footprint, and as such WSP Global and WSP UK will
consider if there is scope for consolidation of office facilities where the
WSP Group and the Ricardo Group have offices in the same location. This may
result in the relocation or closure of certain Ricardo Group office
facilities, which would in any case consolidate with the corresponding
facility and which is not expected to be material. Any consolidation would
help optimise rental and lease expenses while enabling colleagues to work more
closely together and enhancing the corporate culture. No firm decisions have
been taken, but there may be a small number of office locations globally where
the Ricardo Group has people and where the WSP Group may not choose to
maintain an office in the long term.
It is intended that the current Ricardo brand will remain in place co-branded
with WSP in relation to the EE and Rail business lines for an appropriate
period whilst the Ricardo Group is being integrated within the WSP Group.
Subject to the above, WSP Global and WSP UK do not expect there to be any
material changes in the balance of skills and functions of the employees or
management. In addition, neither WSP Global nor WSP UK have any intention to
redeploy any of the Ricardo Group's fixed assets.
Existing employment rights and pension scheme
Following Completion of the Acquisition, the existing contractual and
statutory employment rights, including pension rights, of the management and
employees of Ricardo, will be safeguarded and observed in accordance with
applicable laws. WSP Global's and WSP UK's plans for the Ricardo Group do not
involve any material change in the employment of, or in the conditions of
employment of, Ricardo Group employees which would detrimentally impact the
aggregate value of the relevant employees' compensation and benefits
arrangements, unless otherwise agreed with the relevant employee.
WSP Global and WSP UK intend to review opportunities for pension benefits for
the Ricardo Group's employees to be provided through the WSP Group's own
pension schemes. Other than changes arising from this review, WSP Global and
WSP UK do not intend to make any changes with regard to employer contributions
into the Ricardo Group's existing pension schemes or the accrual of benefits
to existing members or the admission of new members to such pension schemes.
Ricardo operates the defined benefit Ricardo Group Pension Fund (the "UK
Pension Scheme") in the UK, with the assets held in the fund governed by local
regulations and practice in the United Kingdom. The UK Pension Scheme is
closed to new entrants and to the future accrual of benefits for existing
members. WSP does not intend to re-open the UK Pension Scheme to new members
or future accrual. WSP fully appreciates the importance of the UK Pension
Scheme and does not intend to make any change to the benefits provided by the
UK Pension Scheme. WSP will take steps to ensure that the UK Pension Scheme
will not be materially detrimentally affected by the Acquisition or the
outcome of the strategic review of the A&I and PP businesses.
Research and development
The WSP Group does not intend to make any material changes to Ricardo's
R&D activities. The WSP Group understands the importance of R&D to the
Ricardo Group and its businesses, with innovation being a key driving factor
in the success of its businesses and products.
Trading facilities
Ricardo 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 Ricardo Shares and de-list Ricardo from the Official List. Ricardo
will then be re-registered as a private company.
No statements in this paragraph 10 constitute "post-offer undertakings" for
the purposes of Rule 19.5 of the Code.
Views of the Ricardo Directors
In considering the recommendation of the Acquisition to Ricardo Shareholders,
the Ricardo Directors have given due consideration to WSP's intentions for
Ricardo, including its clients, employees and members of Ricardo's pension
plans. The Ricardo Directors note WSP's intentions with respect to the future
operations of the business and its employees, and its intention to observe the
existing contractual and statutory employment rights of Ricardo employees.
In addition, the Ricardo Directors note the intention of WSP to support
Ricardo's ongoing strategic review of the A&I and PP business units. This
is consistent with Ricardo's ongoing actions to integrate and align the unique
end to end capabilities of these businesses to create greater certainty and
value for customers and development opportunities for employees. The Ricardo
Directors also note that, while no firm decisions have been taken, the outcome
of the strategic review is likely to result in a sale of the A&I and PP
businesses at the appropriate time.
11 Ricardo Share Plans
Participants in the Ricardo Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the Ricardo 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
The cash consideration payable under the Acquisition is being funded through
new debt financing provided by the Royal Bank of Canada. The cash
consideration is to be provided under the Facilities Agreement under which WSP
Global is borrower. Under the Facilities Agreement, WSP Global has agreed that
it shall not (and will procure that WSP Global shall not), except as required
by the Panel, the Court, the Code or any other applicable law, regulation or
regulatory body or reasonably determined by WSP Global as being necessary or
desirable to comply with their requirements or requests (as applicable),
waive, amend or modify any condition or permit the waiver, amendment or
modification of any condition of the Scheme if such amendment, waiver or
modification is material and would be materially adverse to the interests of
the administrative agent or any lender under the Facilities Agreement without
the consent of the administrative agent and the lenders required to consent
under the Facilities Agreement (such consent not to be unreasonably withheld
or delayed). The funds borrowed by WSP Global to fund the cash consideration
will be provided to WSP UK pursuant to certain intercompany arrangements.
RBC Capital Markets in its capacity as financial adviser to WSP UK, is
satisfied that sufficient resources are available to satisfy in full the cash
consideration payable to Ricardo Shareholders under the terms of the
Acquisition.
13 Offer-related arrangements
Confidentiality Agreement
WSP Global and Ricardo entered into a confidentiality and standstill agreement
dated 20 March 2025 (the "Confidentiality Agreement") pursuant to which WSP
Global has undertaken to: (i) keep confidential information relating to, inter
alia, the Acquisition and Ricardo 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 two years
from the date of the Confidentiality Agreement or until completion of the
Acquisition, if earlier. WSP Global also agreed to certain standstill
undertakings, all of which ceased to apply upon the release of this
announcement.
This agreement also includes customary non-solicitation obligations on the
Wider WSP Group.
Cooperation Agreement
WSP Global, WSP UK and Ricardo have entered into a cooperation agreement dated
11 June 2025 (the "Cooperation Agreement"), pursuant to which:
(a) WSP UK has agreed to use all reasonable efforts and to
procure that the WSP Group use all reasonable efforts to ensure that the
Regulatory Conditions are satisfied as soon as reasonably practicable and, in
any event, in sufficient time to enable the Effective Date to occur prior to
the Long-Stop Date; and
(b) WSP UK and Ricardo have agreed to certain undertakings to
co-operate in relation to the regulatory clearances and authorisations
necessary to fulfil the Regulatory Conditions and WSP UK has agreed to waive
Condition 3(c) in certain circumstances if WSP Global or WSP Group takes or
has taken certain identified actions and there is a delay in the satisfaction
of that Condition.
The Cooperation Agreement shall terminate with immediate effect if: (i) WSP
Global, WSP UK and Ricardo so agree in writing at any time prior to the
Effective Date; (ii) the Acquisition, with the permission of the Panel, is
withdrawn or lapses in accordance with its terms (other than in certain
limited circumstances); (iii) an offer by a third party becomes effective or
is declared unconditional in all respects; or (iv), unless otherwise agreed by
WSP UK, WSP Global and Ricardo in writing or required by the Panel, if the
Effective Date has not occurred by the Long-Stop Date.
WSP UK has the right to terminate the Cooperation Agreement if the Ricardo
Board: (i) withdraws, adversely modifies or adversely qualifies its unanimous
recommendation to Ricardo Shareholders to vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting; (ii)
does not include such recommendation in the Scheme Document; or (iii) prior to
publishing the Scheme Document, withdraws, adversely modifies or adversely
qualifies its intention to make such recommendation in the Scheme Document.
Either WSP UK, WSP Global or Ricardo may terminate the Cooperation Agreement
if: (i) the Court Meeting and/or the General Meeting is not held on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date (A) as may be agreed by WSP UK, WSP Global
and Ricardo or (B) in a competitive situation, as may be specified by WSP UK
with the consent of the Panel (and, in each case, if required, with the
approval of the Court, if such approval is required)); (ii) the Scheme is not
approved by the Ricardo Shareholders at the Court Meeting and/or the General
Meeting; or (iii) the Scheme is not sanctioned at the Court Hearing.
The Cooperation Agreement also records WSP UK and Ricardo's intentions to
implement the Acquisition by way of the Scheme, subject to WSP UK having the
right, any time and in its sole discretion, to implement the Acquisition by
way of a Takeover Offer with the consent of the Panel. WSP UK and Ricardo have
agreed to certain customary provisions if the Scheme should switch to a
Takeover Offer with the prior written agreement of Ricardo.
The Cooperation Agreement also contains provisions that shall apply in respect
of directors' and officers' insurance and the Ricardo Share Plans and certain
other employee incentive arrangements.
Confidentiality and Joint Defence Agreement
WSP Global, Ricardo 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 Ricardo and Ricardo Shareholders
under Part 26 of the Companies Act, although WSP UK reserves the right to
implement the Acquisition by means of a Takeover Offer (subject to Panel
consent and the terms of the Cooperation Agreement).
The purpose of the Scheme is to provide for WSP UK to become the holder of the
entire issued and to be issued share capital of Ricardo. This is to be
achieved by the transfer of the Ricardo Shares to WSP UK pursuant to the
Scheme, in consideration for which the Ricardo Shareholders will receive cash
consideration on the basis set out in paragraph 2 of this announcement.
Any ordinary shares issued in the capital of Ricardo 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 Ricardo Shareholders at
the General Meeting, the articles of association of Ricardo will be amended so
that any ordinary shares in the capital of Ricardo issued after the Scheme
Record Time other than to WSP UK will be automatically acquired by WSP UK 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
Scheme 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 Ricardo
Shares voted by those Ricardo Shareholders;
(i) the resolutions required to approve and implement the
Scheme being duly passed by Ricardo 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
Ricardo and WSP UK);
(iii) the delivery of a copy of the Court Order to the Registrar
of Companies; and
(iv) satisfaction of merger control, foreign investment and/or
regulatory conditions in respect of the United States of America, Saudi
Arabia, United Kingdom and Australia in each case as applicable and if and to
the extent required.
WSP UK are entitled to seek Panel consent to lapse the Scheme 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 (a) as may be agreed by
WSP UK and Ricardo; or (b) (in a competitive situation) as may be specified by
WSP UK with the consent of the Panel, and in each case that (if so required)
the Court may allow);
· 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 (a) as may be agreed by WSP UK and Ricardo; or (b)
(in a competitive situation) as may be specified by WSP UK with the consent of
the Panel, and in each case that (if so required) the Court may allow); 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 WSP
UK, and the Long-stop Date may be extended by agreement between Ricardo and
WSP UK 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 Q4 2025.
Upon the Scheme becoming effective, it will be binding on all Ricardo
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 Ricardo Shareholders as soon as reasonably practicable and, in
any event, within 28 days of this announcement (unless otherwise agreed by the
Panel, WSP UK and Ricardo).
15 De-listing and re-registration
Prior to the Scheme becoming effective, Ricardo will make an application for
the cancellation of trading of the Ricardo Shares on the London Stock
Exchange's main market for listed securities and for the cancellation of the
listing of Ricardo Shares on the Official List, in each case to take effect on
or shortly after the Effective Date. The last day of dealings in Ricardo
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 Ricardo Shares will
cease to be valid and entitlements to Ricardo Shares held within the CREST
system will be cancelled.
It is also proposed that, following the Effective Date and after its shares
are delisted, Ricardo will be re-registered as a private limited company.
16 Dividends
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 Ricardo the Final Acquisition Price will be
reduced accordingly. In such circumstances, Ricardo Shareholders would be
entitled to retain any such dividend, distribution, or other return of value
declared, made, or paid.
Dividend Policy
Following the Effective Date, WSP Global aims to continue its policy of
declaring a quarterly dividend, subject to WSP Global's board of directors'
ongoing assessment of WSP Global's future requirements, financial performance,
liquidity, outlook, applicable legal and regulatory requirements and other
factors that it may deem relevant. The actual amount of each quarterly
dividend, as well as each declaration date, record date and payment date are
subject to the discretion of the board of WSP Global. Therefore, the
declaration and payment of dividends is not guaranteed.
17 Disclosure of Interests in Ricardo
Save in respect of the irrevocable undertakings referred to in paragraph 6 and
the SG Share Purchase Agreement, as at the close of business on 10 June 2025
(being the last practicable date prior to the date of this announcement)
neither WSP Global nor WSP UK, nor any of its or their directors, nor, so far
as WSP Global and WSP UK are 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 Ricardo;
(ii) any short positions in respect of relevant Ricardo 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 Ricardo Shares or in
relation to any securities convertible or exchangeable into Ricardo Shares;
nor
(iv) borrowed or lent any relevant Ricardo 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 WSP Global or WSP UK to make enquiries of all
of its concert parties in advance of the release of this announcement.
Therefore, all relevant details in respect of WSP Global's or WSP UK's concert
parties will be included in the Opening Position Disclosure in accordance with
Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.
18 General
WSP UK reserves the right to elect (with the consent of the Panel, and subject
to the terms of the Cooperation Agreement) to implement the Acquisition by way
of a Takeover Offer for the Ricardo 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 Cooperation 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
Cooperation 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 V to this announcement.
It is expected that the Scheme Document and the Forms of Proxy accompanying
the Scheme Document will be distributed to Ricardo Shareholders as soon as
reasonably practicable and, in any event, within 28 days of this announcement
(unless otherwise agreed by the Panel, WSP UK and Ricardo). The Scheme
Document and Forms of Proxy will be made available to all Ricardo Shareholders
at no charge to them.
RBC Capital Markets, Gleacher Shacklock and Investec 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 WSP Global's
website at https://www.wsp.com/investors (https://www.wsp.com/investors) and
Ricardo's website at https://www.ricardo.com/en/investors
(https://www.ricardo.com/en/investors) until the Effective Date:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the Confidentiality and Joint Defence Agreement;
· the SG Share Purchase Agreement;
· the irrevocable undertakings and letters of intent
referred to in paragraph 6 above and summarised in Appendix III to this
announcement; and
· consent letters from each of RBC Capital Markets,
Gleacher Shacklock and Investec.
For the avoidance of doubt, the contents of WSP Global's and Ricardo's
websites are not incorporated into and do not form part of this announcement.
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 20 7597 4000
(https://www.google.com/search?q=investec+london&rlz=1C1GCEA_enGB1057GB1063&oq=investec+london&gs_lcrp=EgZjaHJvbWUqBwgAEAAYgAQyBwgAEAAYgAQyDQgBEAAYgwEYsQMYgAQ
William Brinkley yBwgCEAAYgAQyBwgDEAAYgAQyDQgEEC4YxwEY0QMYgAQyBwgFEAAYgAQyBwgGEAAYgAQyBwgHEAAYgAQyBwgIEAAYgAQyBwgJEAAYgATSAQgyNTA1ajBqOagCALACAQ&sourceid=chrome&ie=UTF
-8&lqi=Cg9pbnZlc3RlYyBsb25kb24iA4gBAUj1stT9hLmAgAhaFxAAGAAYASIPaW52ZXN0ZWMgbG9uZG9ukgEEYmFua6oBcgoNL2cvMTFiNXBqbGxsbAoNL2cvMTFiYzV6azhmNAoNL2cvMTFiYzZqY2t0bhABKgwiCGl
udmVzdGVjKAAyHhABIhrZjY55gIn6yecHHnmYpD6YxgT6Fb-GjXRQtTITEAIiD2ludmVzdGVjIGxvbmRvbg)
SEC Newgate (Media Enquiries)
Box Huxford +44 20 7680 6882
Ian Silvera
Ricardo@secnewgate.co.uk
Linklaters LLP is retained as international legal adviser to WSP UK and WSP
Global. Ashurst LLP is retained as legal adviser to Ricardo.
Important Notices
RBC Europe Limited (trading as RBC Capital Markets), 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 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 Europe Limited 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 Europe Limited 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 Financial Conduct Authority, 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 Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
Financial Conduct Authority (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.
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
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, WSP UK and/or WSP Global or their
respective nominees, or their respective brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase Ricardo
Shares, other than pursuant to the Acquisition, until the date of 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.
Ricardo and WSP UK will prepare the Scheme Document to be distributed to
Ricardo Shareholders. Ricardo, WSP UK and WSP Global urge Ricardo 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 exempted document.
This announcement contains inside information in relation to Ricardo for the
purposes of Article 7 of the Market Abuse Regulation. The person responsible
for arranging the release of this announcement on behalf of Ricardo is
Harpreet Sagoo, General Counsel and Company Secretary; Ricardo's Legal Entity
Identifier is 213800ZNYAY35F4XB814.
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 WSP UK 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
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 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 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 the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct Authority.
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. 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 (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition and the
acquisition of Ricardo Shares pursuant to the SG Share Purchase Agreement, 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 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.whistler.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 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.
No profit forecasts or estimates
Save for the Ricardo FY24/25 Profit Forecast in Appendix IV to this
announcement, 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 WSP
Global, WSP UK or Ricardo, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for WSP Global, WSP UK or Ricardo, 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/ (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 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 WSP
Global's and Ricardo's websites at https://www.wsp.com/investors
(https://www.wsp.com/investors) and https://www.ricardo.com/en/investors
(https://www.ricardo.com/en/investors) , respectively, by no later than 12
noon (London time) on 12 June 2025. 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, Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664
0300. 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 a.m. - 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, Ricardo 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 62,218,280 ordinary shares of twenty five
pence each. There are no ordinary shares held in treasury. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB0007370074.
APPENDIX I CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition will be conditional upon the Scheme becoming
unconditional and effective (or any Takeover Offer by which the Acquisition is
implemented being declared or becoming unconditional), subject to the Code, in
either case by no later than 11.59 p.m. on the Long-stop Date or such later
date (if any) as WSP UK and Ricardo 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 Scheme
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 Ricardo
Shares voted by those Ricardo 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, if any: (a) as may be agreed by
WSP UK and Ricardo; or (b) (in a competitive situation) as may be specified by
WSP UK with the consent of the Panel, and in each case that (if so required)
the Court may allow);
2.2
(i) the resolutions required to implement the Scheme being
duly passed by Ricardo 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, if any: (a) as may be agreed by
WSP UK and Ricardo; or (b) (in a competitive situation) as may be specified by
WSP UK with the consent of the Panel, and in each case that (if so 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 Ricardo and WSP UK) 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, if any: (a) as may be agreed by
WSP UK and Ricardo; or (b) (in a competitive situation) as may be specified by
WSP UK with the consent of the Panel, and in each case that (if so 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
US regulatory clearances
(a) in relation to the Directorate of Defense Trade Controls of
the U.S. Department of State (the "DDTC") pursuant to section 122.4(b) of the
International Traffic in Arms Regulations, as amended, 22 C.F.R. Parts 120-130
("ITAR"), all necessary notifications and filings have been made and all
applicable waiting or notification periods have expired, lapsed or been
terminated or waived as appropriate in each case in respect of the Acquisition
or, if such period has not elapsed, the DDTC otherwise having confirmed that
it has completed its review of the Acquisition pursuant to Section 38(g)(6) of
the Arms Export Control Act, as amended, and Section 122.4 of the ITAR;
Merger control clearances
Saudi Arabia
(b) The General Authority for Competition (the "GAC") in the
Kingdom of Saudi Arabia having granted its consent, approval, clearance,
confirmation or licence under the Competition Law in the Kingdom of Saudi
Arabia issued by the Royal Decree No. (M/75) dated 29/06/1440H and the
Implementing Regulations of the Competition Law issued by the Board of
Directors of the General Authority for Competition in Resolution No. (337)
dated 25/1/1441H, or the GAC having waived the obligation to submit a filing
in relation to the Acquisition under the Saudi merger control regime, or the
statutory review period having expired without the GAC issuing a decision;
and, where such consent, approval, clearance, confirmation or licence is
conditional, such condition(s) being reasonably satisfactory to WSP UK and WSP
Global;
United Kingdom
(c) if the Mergers Intelligence Committee (the "MIC") of the UK
Competition and Markets Authority (the "CMA") makes enquiries to any Party in
relation to the Acquisition, either:
(i) the CMA confirming it has no further questions in relation
to the Acquisition following the submission of information by the Parties to
the CMA; and
(ii) as at the date on which all other Conditions are satisfied
or waived in relation to the Acquisition, the CMA not having:
(a) requested submission of a merger notice under section 96 of the
Enterprise Act 2002 (the "EA");
(b) indicated to either Party that it intends, or is considering
whether, to commence a Phase I investigation;
(c) indicated that the statutory review period in which the CMA has
to decide whether to make a reference under section 34ZA of the EA has begun;
or
(d) requested documents, information, or attendance by witnesses
(including under section 109 of the EA) which may indicate that it is
considering whether to request submission of a merger notice or whether to
commence the aforementioned statutory review period; or
(iii) the CMA issuing a decision on terms reasonably satisfactory
to WSP UK and WSP Global that it is not the CMA's intention to subject the
Acquisition or any matter arising therefrom or related thereto or any part of
it to a reference under section 33 of the EA (a "Phase 2 CMA Reference"), such
decision being either unconditional or conditional on the CMA's acceptance of
undertaking in lieu under section 73 of the EA (or the applicable time period
for the CMA to issue a decision having expired without it having done so and
without it having made a Phase 2 CMA Reference); or
(iv) where the Acquisition or any part of it has been referred
under section 33 of the EA, the CMA deciding on terms reasonably satisfactory
to WSP UK and WSP Global (either unconditionally or following the acceptance
of final undertakings pursuant to section 82 of the EA or following the making
of a final order pursuant to section 84 of the EA) that the Acquisition or the
part which is subject to a referral under section 33 of the EA may proceed.
Foreign investment clearances
Australia
(d) either:
(i) WSP UK or WSP Global having received written notice under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA"), by or on
behalf of the Treasurer of the Commonwealth of Australia (the "Treasurer"),
advising that (or to the effect that) the Commonwealth Government of Australia
has no objections to the Acquisition, either unconditionally or subject only
to:
(a) 'standard' tax conditions which are in the form, or
substantially in the form, of those set out in items 1 to 6 of Part D of the
Australian Foreign Investment Review Board's ("FIRB") Guidance Note 12 on 'Tax
Conditions' (in the form as published immediately prior to 14 March 2025) and
such other tax related conditions described under the headings 'General',
'Provision of information', 'Thin capitalisation', 'Financing', 'Private
Equity / Private Capital' and 'Conditions Reporting' in section D of FIRB's
Guidance Note 12 on 'Tax Conditions' (in the form last updated on 14 March
2025) as amended, supplemented or replaced from time to time); and
(b) any other conditions which are offered and/or accepted by WSP UK
or WSP Global, acting reasonably;
(ii) following the giving of notice of the Acquisition under the
FATA, the Treasurer becomes precluded by passage of time from making an order
or decision under Division 2 of Part 3 of the FATA in respect of the
Acquisition, and the ten 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);
(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 Treasurer making such an
order or decision; or
(iv) the Treasurer (or the Treasurer's delegate) has provided
written confirmation to WSP UK or WSP Global that the Acquisition is exempt
from the requirements of the FATA,
and in the case of subparagraph (i) above, the notice of no objection has not
been withdrawn, suspended or revoked as at the date on which all other
Conditions are satisfied or waived in relation to the Acquisition;
United Kingdom
(e) Pursuant to the National Security and Investment Act 2021
(the "NSIA"), either:
(i) a notification having been accepted by the Secretary of
State and the Secretary of State confirming under section 14(8)(b)(ii) of the
NSIA before the end of the review period that no further action will be taken
in relation to the Acquisition or making a final order in respect of the
Acquisition; or
(ii) in the event that a call-in notice under section
14(8)(b)(i) of the NSIA is given in relation to the Acquisition, the Secretary
of State either:
(a) having given a final notification under section 26(1)(b) of the
NSIA confirming that no further action will be taken in relation to the
Acquisition under the NSIA and it is therefore cleared unconditionally; or
(b) making a final order under section 26(3) of the NSIA in respect
of the Acquisition, the provisions of which allow the Acquisition to proceed
on terms reasonably satisfactory to WSP UK and WSP Global;
Notifications, waiting periods and Authorisations
(f) the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, or investigative body,
court, trade agency, association, institution, or any other body or person
whatsoever in any jurisdiction (each a "Third Party") of any termination
right, right of pre-emption, first refusal, or similar right (which is
material in the context of the Wider WSP Group taken as a whole or in the
context of the Acquisition) arising as a result of or in connection with the
Acquisition including, without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other securities
in, or control or management of, Ricardo by WSP UK, WSP Global or any member
of the Wider WSP Group;
(g) other than in relation to the matters referred to in
Conditions 3(a) to (e) (inclusive), all material notifications, filings,
submissions, or applications which are necessary or considered appropriate or
desirable by WSP UK and WSP Global 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 material
statutory and regulatory obligations in any jurisdiction having been complied
with in each case in respect of the Acquisition and all Authorisations deemed
reasonably necessary or appropriate by WSP UK and WSP Global 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,
Ricardo or any other member of the Wider Ricardo Group by any member of the
Wider WSP Group having been obtained in terms and in a form reasonably
satisfactory to WSP UK and WSP Global 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 Ricardo Group or the Wider WSP Group
has entered into contractual arrangements and all such Authorisations
necessary, appropriate or desirable to carry on the business of any member of
the Wider Ricardo 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, or not to renew such
Authorisations;
General anti-trust and regulatory
(h) other than in relation to the matters referred to in
Conditions 3(a) to (e) (inclusive), no antitrust regulator or Third Party
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 Ricardo Group or the Wider WSP 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 WSP Group or by any member of the Wider
Ricardo 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 WSP Group or the Wider Ricardo Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Ricardo Group or any asset owned by any
Third Party (other than in the implementation of the Acquisition);
(iii) imposes any material limitation on the ability of any member of
the Wider WSP Group directly or indirectly to acquire or hold all or any
rights of ownership in respect of shares or other securities in Ricardo;
(iv) results in any member of the Wider Ricardo Group or any member of
the Wider WSP 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 Ricardo by any
member of the Wider WSP 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 Ricardo by any
member of the Wider WSP Group;
Certain matters arising as a result of any arrangement, agreement, etc.
(i) 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 Ricardo 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 WSP Group of any shares or other securities (or the equivalent) in
Ricardo or because of a change in the control or management of any member of
the Wider Ricardo 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 Ricardo Group or the Wider WSP 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 Ricardo
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 Ricardo 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 Ricardo 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 Ricardo 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 Ricardo Group or any member of the Wider WSP Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Ricardo Group or any
member of the Wider WSP 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 Ricardo 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 Ricardo Group being prejudiced or adversely
affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Ricardo Group other than trade
creditors or other liabilities incurred in the ordinary course of business or
in the course of the Acquisition,
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 Ricardo 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(i)(i) to
(i)(viii);
Certain events occurring since 30 June 2024
(j) except as Disclosed, no member of the Wider Ricardo Group
having since 30 June 2024:
(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 Ricardo
Shares out of treasury (except, where relevant, as between Ricardo and
wholly-owned subsidiaries of Ricardo or between the wholly-owned subsidiaries
of Ricardo and except for the issue or transfer out of treasury of Ricardo
Shares on the exercise of employee share options or vesting of employee share
awards in the ordinary course and for the grant of options and awards in the
ordinary course of business under the Ricardo 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 Ricardo to Ricardo or any of its wholly-owned
subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Ricardo and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Ricardo 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 Ricardo Group taken as a whole in the context of the
Acquisition;
(iv) except for transactions between Ricardo and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Ricardo 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 Ricardo and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Ricardo), 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 Ricardo 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) except in the ordinary course of business 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 Ricardo
Group in the context of the Acquisition;
(vii) entered into or varied the terms of, or made any written offer
(which remains open for acceptance) to enter into or vary to a material extent
the terms of any contract, service agreement, commitment or arrangement with
any director or, except in the case of salary increases, bonuses, or
variations of terms in the ordinary course, senior executive of any member of
the Wider Ricardo 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 Ricardo Group which are
material in the context of the Wider Ricardo Group taken as a whole;
(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 Ricardo
Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Ricardo 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 Ricardo 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
material change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Ricardo 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
Ricardo 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 which is material in the context of the Wider Ricardo
Group taken as a whole;
(xv) (other than in respect of a member which is dormant and was
solvent at the relevant time) 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 in each
case to the extent which is material in the context of the Wider Ricardo Group
taken as a whole or in the context of the Acquisition;
(xvi) (except for transactions between Ricardo and its wholly-owned
subsidiaries or between Ricardo's 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
material 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 Ricardo
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(j);
No adverse change, litigation, regulatory enquiry or similar
(k) except as Disclosed, since 30 June 2024 there having been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably 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 Ricardo Group which is
material in the context of the Wider Ricardo Group taken as a whole;
(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 Ricardo Group or to which any member of the Wider Ricardo 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 Ricardo Group, in each case which might
reasonably be expected to have a material adverse effect on the Wider Ricardo
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
Ricardo Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Ricardo
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Ricardo Group taken as a whole;
(iv) no contingent or other liability having arisen or become apparent
to WSP UK 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 Ricardo
Group to an extent which is material in the context of the Wider Ricardo Group
taken as a whole; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Ricardo 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 Ricardo
Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(l) except as Disclosed, WSP UK not having discovered that:
(i) any financial, business or other information concerning the
Wider Ricardo Group publicly announced prior to the date of this announcement
or disclosed at any time to any member of the Wider Ricardo Group by or on
behalf of any member of the Wider Ricardo 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 Ricardo Group or any partnership,
company or other entity in which any member of the Wider Ricardo Group has a
significant economic interest and which is not a subsidiary undertaking of
Ricardo 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 Ricardo Group taken as a whole;
(iii) any past or present member of the Wider Ricardo 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 Ricardo Group which is
material in the context of the Wider Ricardo Group;
(iv) there has been a 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 Ricardo Group and
which is material in the context of the Wider Ricardo Group taken as a whole;
(v) there is or is likely to be any 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 Ricardo 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 and which is material in the context
of the Wider Ricardo Group taken as a whole;
(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 Ricardo 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 Ricardo Group (or on its behalf) or by any person
for which a member of the Wider Ricardo 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 Ricardo Group
taken as a whole;
Anti-corruption
(m) save as Disclosed, WSP UK having discovered that:
(i) any past or present member, director, officer or employee of
the Wider Ricardo 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, the Corruption of Foreign Public
Officials Act (Canada) 1998 or any other applicable anti-corruption
legislation; or
(ii) any member of the Wider Ricardo 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 Ricardo 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, HM Treasury & Customs
or Global Affairs Canada; or (B) any government, entity or individual targeted
by any of the economic sanctions of the United Nations, UK, United States,
Canada or the European Union or any of its member states save that this shall
not apply if and to the extent that it would result in a breach of any
applicable Blocking Law; or
(iv) any past or present member, director, officer or employee of the
Wider Ricardo Group has engaged in any transaction which would cause any
member of the Wider WSP 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 HM Treasury & Customs,
Global Affairs Canada or any government, entity or individual targeted by any
of the economic sanctions of the United Nations, UK, United States, Canada or
the European Union or any of its member states; or
No criminal property
(n) any asset of any member of the Wider Ricardo 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, WSP UK 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. The deadlines in any of Conditions 2.1(ii), 2.2(ii) and 2.3(ii) may be extended to such later date as may be agreed (a) in writing by WSP UK and Ricardo or (b) (in a competitive situation) specified by WSP UK with the consent of the Panel, and in either case with the approval of the Court, if such approval is required. 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, WSP UK 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 Ricardo to extend the relevant deadline.
2 If WSP UK is required by the Panel to make an offer for
Ricardo Shares under the provisions of Rule 9 of the Code, WSP UK 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 WSP UK 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, WSP UK 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 WSP
UK 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, if applicable, any acceptance condition if the
Acquisition is implemented by means of a Takeover Offer, 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 WSP UK.
7 The Ricardo 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 Ricardo, WSP UK reserves the
right (without prejudice to any right of WSP UK, with the consent of the
Panel, to invoke Condition 3(j)(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, Ricardo 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 Ricardo on or prior to the Effective Date and WSP
UK 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 WSP UK 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.
Any exercise by WSP UK 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 WSP UK reserves the right to elect (with the consent of the
Panel, and subject to the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer for the Ricardo 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 Cooperation 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. Further, if
sufficient acceptances of such offer are received and/or sufficient Ricardo
Shares are otherwise acquired, it is the intention of WSP UK to apply the
provisions of the Companies Act to acquire compulsorily any outstanding
Ricardo Shares to which such offer relates.
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.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) As at 10 June 2025 (being the latest practicable date prior to
the start of the Offer Period), there were 62,218,280 Ricardo Shares in issue.
There are no ordinary shares held in treasury. The International Securities
Identification Number for Ricardo Shares is GB0007370074.
(ii) Any references to the issued and to be issued share capital of
Ricardo are based on:
· the 62,218,280 Ricardo Shares referred to in paragraph (i) above;
and
· 3,138,068 Ricardo 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 Ricardo Share Plans.
(iii) The value of the Acquisition based on the Final Acquisition
Price of 430 pence per Ricardo Share is calculated on the basis of the issued
and to be issued share capital of Ricardo (as set out in paragraph (ii)
above).
(iv) Ricardo's implied enterprise value on a pre-IFRS 16 basis of
£363.1 million is calculated by reference to:
(a) a fully diluted equity value of £281 million based on the issued and to
be issued share capital of Ricardo as set out in paragraph (ii) above; plus
(b) net financial debt of £18.5 million, comprising borrowings of £130.2
million less net cash and cash equivalents of £111.7 million as per Ricardo's
HY24/25 results for the 6 months ended 31 December 2024, adjusted by £34.7
million for the initial cash consideration paid for E3A Advisory Pty Ltd as
per Ricardo investor presentation titled "Acquisition of E3 Advisory and the
disposal of Ricardo Defense" dated 16 December 2024; plus
(c) deferred cash consideration payable for E3A Advisory Pty Ltd of £16.3
million as per Ricardo investor presentation titled "Acquisition of E3
Advisory and the disposal of Ricardo Defense" dated 16 December 2024; plus
(d) estimated consideration payable on exercise of put option on the
remaining 15% shareholding in E3A Advisory Pty Ltd of £9.0 million based on
gross up of the total of the initial cash consideration paid as set out in
paragraph (iv) (b) and deferred consideration payable as set out in paragraph
(iv) (c) for the initial 85% shareholding; plus
(e) accrual for contingent consideration payable for the acquisition of
Aither Pty Ltd and E3-Modelling S.A. of £2.3 million as at 31 December 2024
as per management information; plus
(f) cash payable to settle outstanding phantom share awards of £0.8
million, based on total of 195,256 outstanding phantom share awards and the
final acquisition price as set out in paragraph (iii); plus
(g) non-controlling interest of £0.5 million as per Ricardo's HY24/25
results for the 6 months ended 31 December 2024.
(v) Ricardo's implied enterprise value on a post-IFRS 16 basis of
£386.9 million is calculated by reference to:
(a) an enterprise value on a pre-IFRS 16 basis of £363.1 million as set out
in paragraph (iv); plus
(b) lease liabilities of £23.8 million as per Ricardo's HY24/25 results for
the 6 months ended 31 December 2024.
(vi) Ricardo's underlying EBITDA on a post-IFRS 16 basis for the
twelve months ended 31 December 2024 of £41.0 million is calculated by
reference to:
(a) reported underlying EBITDA for the year-ended 30 June 2024 of £53.3
million; less
(b) the underlying EBITDA contribution from Ricardo's Defense business unit
for the year-ended 30 June 2024 of £25.6 million as per management
information; plus
(c) reported underlying EBITDA from continuing operations for the six months
ended 31 December 2024 of £14.4 million as per Ricardo's results for the 6
months ended 31 December 2024; less
(d) reported underlying EBITDA from continuing operations for the six months
ended 31 December 2023 of £7.3 million as per Ricardo's results for the 6
months ended 31 December 2024; plus
(e) pro forma adjustment to include E3A Advisory Pty Ltd post-IFRS 16 EBITDA
of £6.3 million for the twelve months ended 31 December 2024 as per
management information.
(vii) Ricardo's underlying EBITDA on a pre-IFRS 16 basis for the twelve
months ended 31 December 2024 of £35.0 million is calculated by reference to:
(a) underlying EBITDA on a post-IFRS 16 basis for the twelve months ended 31
December 2024 of £41.0 million as set out in paragraph (vi) above; less
(b) interest expense on lease liabilities for the twelve months ended 31
December 2024 of £0.7 million as per management information; less
(c) depreciation on right of use assets for the twelve months ended 31
December 2024 of £5.3 million as per management information.
(viii) Ricardo's underlying operating profit on a post-IFRS 16 basis for
the twelve months ended 31 December 2024 of £28.4 million is calculated by
reference to:
(a) reported underlying operating profit for the year-ended 30 June 2024 of
£38.8 million; less
(b) the reported underlying operating profit from Ricardo's Defense business
unit for the year-ended 30 June 2024 of £23.5 million; plus
(c) reported underlying operating profit from continuing operations for the
six months ended 31 December 2024 of £8.3 million as per Ricardo's results
for the 6 months ended 31 December 2024; less
(d) reported underlying operating profit from continuing operations for the
six months ended 31 December 2023 of £1.1 million as per Ricardo's results
for the 6 months ended 31 December 2024; plus
(e) pro forma adjustment to include E3A Advisory Pty Ltd post-IFRS 16
operating profit of £5.9 million for the twelve months ended 31 December 2024
as per management information.
(ix) Ricardo's underlying operating profit on a pre-IFRS 16 basis for
the twelve months ended 31 December 2024 of £27.7 million is calculated by
reference to:
(a) underlying operating profit on a post-IFRS 16 basis for the twelve
months ended 31 December 2024 of £28.4 million as set out in paragraph (viii)
above; less
(b) interest expense on lease liabilities for the twelve months ended 31
December 2024 of £0.7 million as per management information.
(x) The Closing Prices on 10 June 2025 are taken from the Daily
Official List of the London Stock Exchange.
(xi) The VWAP data on 10 June 2025 is taken from Bloomberg.
(xii) Unless otherwise stated, the financial information relating to
Ricardo is extracted from the audited consolidated financial statements of
Ricardo for the financial year to 30 June 2024, prepared in accordance with
IFRS. The financial information relating to WSP Global is extracted from the
audited consolidated financial statements of WSP Global for the year ended 31
December 2024. The financial information relating to WSP UK is extracted from
the audited financial statements of WSP UK for the year ended 31 December
2024.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Part A: Ricardo Directors' Irrevocable Undertakings
The following Ricardo Directors have given irrevocable undertakings to vote
or, where applicable, procure (to the fullest extent the Ricardo Directors are
able) that the registered holder votes, in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting:
Name of Ricardo Director Number of Ricardo Shares in respect of which undertaking is given Percentage of Ricardo issued share capital (excluding shares under option)
Graham Ritchie 67,218 0.108%
Judith Cottrell 26,960 0.043%
Mark Sydney Clare 20,000 0.032%
Russell John King 5,105 0.008%
TOTAL 119,283 0.19%
These irrevocable undertakings also extend to any shares acquired by such
Ricardo Directors as a result of the vesting of awards or the exercise of
options under the Ricardo Share Plans.
The obligations of the Ricardo Directors under the irrevocable undertakings
shall remain binding in the event a higher competing offer is made for
Ricardo, but shall lapse and cease to have effect on and from the following
occurrences:
· WSP UK announces, 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 is
announced by WSP UK in accordance with Rule 2.7 of the Code;
· the Scheme is withdrawn or lapses in accordance
with its terms, provided that this will not apply where: (i) the Scheme is
withdrawn or lapses as a result of WSP UK exercising its right to implement
the Acquisition by way of a Takeover Offer rather than by way of Scheme; or
(ii) if the lapse or withdrawal either is not confirmed by WSP UK or is
followed within five business days by an announcement under Rule 2.7 of the
Code by WSP UK (or a person acting in concert with it) to implement the
Acquisition either by a new, revised or replacement scheme of arrangement
pursuant to Part 26 of the Companies Act 2006 or a Takeover Offer; or
· any competing offer for the issued and to be issued
ordinary share capital of Ricardo is made which becomes or is declared
unconditional (if implemented by way of Takeover Offer) or otherwise becomes
effective (if implemented by way of a scheme of arrangement).
Part B: Non-director Ricardo Shareholder irrevocable undertakings
The following holders or controllers of Ricardo 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 WSP UK exercises its
right to implement the Acquisition by way of a Takeover Offer, to accept or
procure acceptance of such offer. These irrevocable undertakings are given in
respect of the shares set out in the table below, and also in respect of any
additional shares that such persons may acquire following the date of this
announcement.
Name of Ricardo Shareholder giving undertaking Number of Ricardo Shares in respect of which undertaking is given Percentage of Ricardo issued share capital
Gresham House Asset Management Ltd 14,419,945 23.18%
Aberforth Partners LLP 6,989,020 11.23%
Royal London Asset Management Limited 6,524,643 10.49%
TOTAL 27,933,608 44.9%
The obligations of Gresham House Asset Management Ltd, Aberforth Partners LLP
and Royal London Asset Management Limited under the irrevocable undertakings
are conditional on, amongst others, WSP UK 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) is announced by WSP UK
in accordance with Rule 2.7 of the Code.
The obligations of Gresham House Asset Management Ltd, Aberforth Partners LLP
and Royal London Asset Management Limited under the irrevocable undertakings
shall lapse and cease to have effect on and from the following occurrences:
· the Scheme Document and the appropriate form(s) of proxy are not
posted within 28 days of the date of this announcement;
· the Scheme (or Takeover Offer, as applicable) 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 WSP UK exercising its right to implement the Acquisition by way of a
Takeover Offer rather than by way of Scheme; or
· in the opinion of Gresham House Asset Management Ltd, Aberforth
Partners LLP or Royal London Asset Management Limited (as the case may be) a
competing offer (whether by means of a Takeover Offer or by way of scheme of
arrangement) is made for the Ricardo Shares, the value of which exceeds the
Final Acquisition Price by at least 10 per cent. per Ricardo Share, and at any
time following such announcement Gresham House Asset Management Ltd, Aberforth
Partners LLP or Royal London Asset Management Limited (as the case may be)
notifies WSP UK of such opinion or otherwise makes an announcement or
notification that it no longer intends to vote in favour of the Scheme.
The irrevocable undertakings given by Gresham House Asset Management Ltd,
Aberforth Partners LLP and Royal London Asset Management Limited prevent such
Ricardo Shareholders from disposing of, charging, pledging or otherwise
encumbering or granting any option or other right over all or any part of
their Ricardo Shares, or any interest in them (whether conditionally or
unconditionally), apart from the irrevocable undertaking given by Aberforth
Partners LLP entitles it to sell, or to instruct the sale of, some or all of
the Ricardo Shares managed by it in the following circumstances (in which case
Aberforth Partners LLP's irrevocable undertaking will not apply to any Ricardo
Shares which are so sold):
· in the event of any termination or amendment of its authority
from the relevant beneficial owners of the Ricardo Shares;
· if Aberforth Partners LLP (in its sole discretion) considers that
such sale is necessary or in the best interests of the beneficial owner(s) of
the relevant Ricardo Shares; or
· if Aberforth Partners LLP is otherwise required or instructed to
do so by such owner(s),
The irrevocable undertaking given by Aberforth Partners LLP is subject to any
termination or amendment of its authority from the relevant beneficial owners
of the Ricardo Shares and will also not apply to Ricardo Shares to the extent
that they are the subject of a distribution to a client by way of a redemption
in specie.
The irrevocable undertakings given by Gresham House Asset Management Ltd and
Royal London Asset Management Limited prevent such Ricardo Shareholders from
acquiring further Ricardo Shares or other securities of Ricardo or any
interest (as defined in the Code) in any shares or securities unless the Panel
first determines that such Ricardo Shareholders are not acting in concert with
WSP UK.
These irrevocable undertakings also include the relevant shareholders'
commitments to accept the Takeover Offer if the Acquisition is structured as a
Takeover Offer and to vote against any transaction or other matter which may
impede the Acquisition (including, in the case of the irrevocable undertakings
from Gresham House Asset Management Ltd, Aberforth Partners LLP and Royal
London Asset Management Limited the resolution to be voted on at the general
meeting of Ricardo convened for 18 June 2025 to remove Mark Clare from office
as director and Chairman of the board of Ricardo).
Part C: Letters of intent
Schroder Investment Management Limited has given to WSP UK and WSP Global a
non-binding letter of intent to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting in relation
to 1,851,423 Ricardo Shares representing 2.98% of Ricardo's issued share
capital.
APPENDIX IV
RICARDO FY24/25 PROFIT FORECAST
Ricardo FY24/25 Profit Forecast
On 22 April 2025, in its "Business and Strategy Update" announcement (the "BSU
Announcement"), Ricardo stated that it "expects to deliver trading within the
range of analyst estimates" for the 12 months ending 30 June 2025. Immediately
prior to the BSU Announcement, the range of analyst estimates for Ricardo's
underlying operating profit for the 12 months ending 30 June 2025 was £20.2
million to £21.5 million.
Application of Rule 28 of the Code
The statement from Ricardo in italics above sets an expectation for underlying
operating profit for the year ending 30 June 2025 (the "Ricardo FY24/25 Profit
Forecast"), which for the purposes of Rule 28.1(c) of the Code constitutes a
profit forecast.
The Ricardo Directors confirm that, as at the date of this announcement, the
Ricardo FY24/25 Profit Forecast remains valid and that it has been properly
compiled on the basis of the assumptions set out below and that the basis of
accounting used is consistent with Ricardo's existing accounting policies
which are in accordance with UK-adopted International Accounting Standards and
those that Ricardo applied in preparing its financial statements for the 12
months ended 30 June 2024.
Basis of preparation and principal assumptions
The Ricardo FY24/25 Profit Forecast is based on Ricardo's current internal
unaudited consolidated accounts for the 10 month period ended 30 April 2025
and Ricardo's current internal forecasts for the remainder of the financial
year ending 30 June 2025.
In confirming the Ricardo FY24/25 Profit Forecast, the Ricardo Directors have
made the following assumptions in respect of the forecast period to 30 June
2025:
Assumptions within Ricardo's control or influence:
· no material change to the existing strategy or operation of
Ricardo's business, including the business or operating model;
· no material adverse change to Ricardo's ability to meet client's
needs and expectations based on current practice;
· no material unplanned asset disposals, merger and acquisition or
divestment activity conducted by or affecting Ricardo;
· no material change to the senior leadership of Ricardo; and
· no material change in capital allocation policies of Ricardo.
Assumptions outside of Ricardo's control or influence:
· no material effect from changes to existing prevailing
macroeconomic, fiscal and inflationary conditions in the markets or regions in
which Ricardo operates;
· no material adverse change to Ricardo's market environment,
including in relation to client demand or competitive environment;
· no material adverse events that have a significant impact on
Ricardo's clients or major partners;
· no material disruption or changes to availability of labour in
the markets or regions in which Ricardo operates;
· no material changes to the foreign exchange rates that will have
a significant impact on Ricardo's revenue or cost base;
· no material adverse events that would have a significant impact
on Ricardo including information technology and/or cyber infrastructure
disruption;
· no significant one-off events or litigation that would have a
material impact on the operating results or financial position of Ricardo; and
· no material change in legislation, taxation or regulatory
requirements impacting Ricardo's operations, expenditure or its accounting
policies.
The Ricardo FY24/25 Profit Forecast has been prepared on the basis of the
principal assumptions set out above. The Ricardo FY24/25 Profit Forecast is
inherently uncertain and there can be no guarantee that any of the assumptions
listed above will not occur and/or if they do, their effect on Ricardo's
results of operations, financial condition or financial performance may be
material. The Ricardo FY24/25 Profit Forecast should be read in this context
and construed accordingly.
APPENDIX V
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
Acquisition the recommended cash acquisition being made by WSP UK to acquire the entire
issued and to be issued share capital of Ricardo other than the Ricardo Shares
to be acquired pursuant to the SG Share Purchase Agreement (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
Authorisations regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals
Blocking Law means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
1996 (or any law or regulation implementing such Regulation in any member
state of the European Union); or (ii) any provision of Council Regulation (EC)
No 2271/1996 of 22 November 1996, as it forms part of domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018
Business Day a day (other than a Saturday, Sunday or public holiday in the UK) on which
banks are open for business in London, United Kingdom and Montreal, Quebec,
Canada
Canada Canada, its provinces and territories and all areas subject to its
jurisdiction and all political sub-divisions thereof
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 Ricardo 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 20 March 2025 between WSP Global and Ricardo, as described
in paragraph 13 of this announcement
Confidentiality and Joint Defence Agreement the confidentiality and joint defence agreement dated 21 May 2025 between WSP
Global, Ricardo and their respective legal advisers, as described in paragraph
13 of this announcement
Cooperation Agreement the agreement dated 11 June 2025 between WSP Global, WSP UK and Ricardo
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 Scheme 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 Ricardo: (i) in the annual
report and accounts of the Ricardo Group for the financial year ended 30 June
2024; (ii) the interim results of the Ricardo Group for the six month period
ended 31 December 2024; (iii) in this announcement; (iv) in any other
announcement to a Regulatory Information Service by, or on behalf of Ricardo
in the two calendar years prior to the date of publication of this
announcement; or (v) as otherwise fairly disclosed to WSP UK (or its
respective officers, employees, agents or advisers) prior to the date of this
announcement by or on behalf of Ricardo
EBITDA earnings before net finance costs, tax expense, depreciation and amortization
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 WSP UK 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 Ricardo Group and Wider WSP Group following Completion of
the Acquisition
Euroclear Euroclear UK & Ireland International Limited
Excluded Shares any Ricardo Shares (i) registered in the name of, or beneficially owned by,
WSP UK, WSP Global or any member of the WSP Group; or (ii) held by Ricardo in
treasury
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000
Final Acquisition Price 430 pence per Ricardo Share
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 Ricardo Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme
Gleacher Shacklock Gleacher Shacklock LLP
IFRS International Financial Reporting Standards
Investec Investec Bank plc
London Stock Exchange London Stock Exchange plc
Long-stop Date 11 March 2026, or such later date as may be agreed by WSP UK and Ricardo (with
the Panel's consent and as the Court may approve (if such approval(s) are
required))
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 Ricardo, which commenced
on 11 June 2025
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 Ricardo Shareholders (or nominees of, or custodians or trustees for Ricardo
Shareholders) not resident in, or nationals or citizens of the United Kingdom
Panel the Panel on Takeovers and Mergers
RBC Capital Markets RBC Capital Markets LLC, trading as RBC Capital Markets
Registrar of Companies the Registrar of Companies in England and Wales
Regulatory Conditions the Conditions set out in paragraphs 3(a) to 3(e) (inclusive) of Appendix I to
this announcement (so far as, in the case of paragraphs 3(a) to 3(e), the
relevant Third Party (as defined in Appendix I to this announcement)) is a
Relevant Authority
Regulatory Information Service any information service authorised 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 Ricardo Shareholders
Ricardo Ricardo plc
Ricardo Board the board of directors of Ricardo from time to time
Ricardo Directors the directors of Ricardo at the time of this announcement or, where the
context so requires, the directors of Ricardo from time to time
Ricardo Group Ricardo and its subsidiary undertakings and, where the context permits, each
of them
Ricardo Shares the existing unconditionally allotted or issued and fully paid shares of 25
pence each in the capital of Ricardo and any further such ordinary shares
which are unconditionally allotted or issued before the Scheme becomes
Effective, and "Ricardo Share" means any one of them
Ricardo Shareholders or Shareholders the holders of Ricardo Shares, and "Ricardo Shareholder" means any one of them
Ricardo Share Plans the 2021 Deferred Annual Bonus Plan adopted on 11 November 2021, the 2020
Long-Term Incentive Plan adopted with effect from 25 November 2020 and the
Share Incentive Plan established in 2007, in each case as amended from time to
time
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act between
Ricardo and the Ricardo Shareholders in connection with the Acquisition, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by Ricardo and WSP UK
Scheme Document the document to be sent to Ricardo Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting
Scheme Shares the Ricardo Shares other than the Excluded Shares
Scheme Shareholders the holders of Scheme Shares, and "Scheme Shareholder" means any one of them
Scheme Record Time the time and date to be specified in the Scheme Document as being the record
time for the Scheme
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
Science Group means Science Group plc
SG Share Purchase Agreement the agreement dated 11 June 2025 between WSP UK and Science Group
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 WSP UK to acquire the entire issued and to be issued ordinary share
capital of Ricardo and, where the context admits, any subsequent revision,
variation, extension or renewal of such takeover offer
Third Party any relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental, or investigative body, court, trade
agency, association, institution, or any other body or person whatsoever in
any jurisdiction
UK Pension Scheme the defined benefit Ricardo Group Pension Fund
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
Wider Ricardo Group Ricardo and associated undertakings and any other body corporate, partnership,
joint venture or person in which Ricardo and such undertakings (aggregating
their interests) have a Significant Interest
Wider WSP Group WSP Global and associated undertakings and any other body corporate,
partnership, joint venture or person in which WSP Global and all such
undertakings (aggregating their interests) have a Significant Interest
WSP Global WSP Global Inc.
WSP Group WSP Global and its subsidiary undertakings and, where the context permits,
each of them
WSP UK WSP Group Limited (or if WSP elects, a nominee or wholly-owned subsidiary of
WSP notified in writing to Ricardo prior to publication of the Scheme Document
(or, if applicable, the Takeover Offer document))
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", "£" and "pence" are to the lawful currency of
the United Kingdom.
All references to "CAD" is to the lawful currency of Canada.
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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