REG - RPS Group PLC Tetra Tech, Inc. - Receipt of Regulatory Clearances

Tetra TechAnnouncement

12/12/2022 07:00

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RNS Number : 2952J  RPS Group PLC  12 December 2022

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

FOR IMMEDIATE RELEASE

12 December 2022

 

RECOMMENDED CASH ACQUISITION

of

RPS Group plc ("RPS")

by

Tetra Tech UK Holdings Limited ("Tetra Tech")

a wholly-owned subsidiary of Tetra Tech, Inc.

Receipt of Regulatory Clearances

 

Further to the announcement of 17 November 2022, RPS and Tetra Tech are
pleased to announce that the foreign investment clearances in Australia and
the United Kingdom (the "Regulatory Clearances") have now been received.

 

Therefore, pursuant to the agreement entered into by Tetra Tech and RPS on 17
November 2022 and following receipt of the Regulatory Clearances Tetra Tech
has waived the Conditions relating to the Scheme set out at paragraphs 3.7 (i)
to 3.7 (v) (inclusive) of part A of Part 3 of the Scheme Document.  As a
consequence, the Scheme is expected to become effective in accordance with the
timetable set out below.

 

Defined terms used but not defined in this announcement have the meanings set
out in the scheme document sent to RPS Shareholders dated 11 October 2022 (the
"Scheme Document"). All references to times in this announcement are to London
time, unless otherwise stated.

 

Expected timetable

 

RPS, Tetra Tech and Tetra Tech, Inc. expect that, subject to the satisfaction
(or, where applicable, waiver) of the Conditions, the timetable to Completion
will be as follows:

 

 Event                                                                           Time and/or date((1))
 Court Hearing to seek sanction of the Scheme                                    19 January 2023((2))

 Last day of dealings in, and for registration of transfers of, and disablement  20 January 2023
 in CREST of, RPS Shares
 Scheme Record Time                                                              6.00 p.m. on 20 January 2023
 Disablement of CREST in respect of RPS Shares                                   6.00 p.m. on 20 January 2023
 Suspension of listing of, and dealings in, RPS Shares                           by 7.30 a.m. on 23 January 2023
 Effective Date of Scheme((3))                                                   23 January 2023
 Cancellation of listing and admission to trading of RPS Shares                  7.30 a.m. on 24 January 2023
 Latest date for despatch of cheques and crediting of CREST accounts and         Within 14 days of the Effective Date
 processing electronic transfers for cash consideration due under the Scheme
 Long-stop Date                                                                  9 August 2023((3))

Notes

(1) The dates and times given are indicative only, are based on current
expectations, are subject to change and will depend, among other things, on
the date on which the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. References to times are to London, United Kingdom time
unless otherwise stated. If any of the times and/or dates above change, the
revised times and/or dates will be notified to RPS Shareholders by
announcement through a Regulatory Information Service and, if required by the
Takeover Panel, notice of the change(s) will be sent to RPS Shareholders and
other persons with information rights. Participants in the RPS Share Plans
will be contacted separately to inform them of the effect of the Scheme on
their rights under the RPS Share Plans.

(2) Tetra Tech, Tetra Tech, Inc. and RPS may agree a later date, with the
consent of the Takeover Panel and, if required, which the Court may allow.

(3) This is the last date on which the Scheme may become Effective unless
Tetra Tech and RPS, with the consent of the Takeover Panel and, if required,
the approval of the Court, agree a later date.

 

 

Enquiries:

 RPS
 John Douglas, Chief Executive Officer               +44 1235 863 206

 Judith Cottrell, Group Finance Director

 Gleacher Shacklock (Lead Financial Adviser to RPS)
 Tim Shacklock                                       +44 20 7484 1150

 James Dawson

 Tom Quinn

 AEC Advisors (Financial Adviser to RPS)

 Andrej Avelini                                      + 917 763 0393

 

 Tetra Tech
 Jim Wu, Investor Relations            + 1 626 470 2844

 BofA Securities (Financial Adviser to Tetra Tech, Inc. and Tetra Tech)
 Edward Peel                           +44 20 7628 1000

 Geoff Iles

 Tom Brown

DLA Piper UK LLP is retained as legal adviser to RPS. Hogan Lovells
International LLP is retained as international legal adviser to Tetra Tech,
Inc. and Tetra Tech.

Important Notices

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RPS and no one else in connection with the
Acquisition and will not be responsible to anyone other than RPS for providing
the protections afforded to clients of Gleacher Shacklock nor for providing
advice in connection with the Acquisition or any matter referred to herein.

AEC Advisors LLC ("AEC Advisors"), which provides M&A advice under an
exemption from registration issued by the United States Securities and
Exchange Commission ("SEC"), is acting exclusively as financial adviser to RPS
and no one else in connection with the Acquisition and shall not be
responsible to anyone other than RPS for providing the protections afforded to
clients of AEC Advisors nor for providing advice in connection with the
Acquisition or any matter referred to herein. No representation or warranty,
express or implied, is made by AEC Advisors as to the contents of this
announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Tetra
Tech, Inc. and Tetra Tech in connection with the matters set out in this
Announcement and for no one else and will not be responsible to anyone other
than Tetra Tech, Inc. and Tetra Tech for providing the protections afforded to
its clients or for providing advice in relation to the subject matter of this
Announcement or any other matters referred to in this Announcement. Neither
BofA Securities, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of BofA Securities in connection with this Announcement, any statement
contained herein or otherwise.

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.

Overseas Shareholders

This announcement has been prepared in accordance with and for the purpose of
complying with English law, the Takeover Code, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules and the Listing Rules and
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.

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. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any jurisdiction other than
the United Kingdom. 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. This
announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

Unless otherwise determined by Tetra Tech or Tetra Tech, Inc., or required by
the Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or form (including, without limitation, facsimile,
email or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction. To the fullest extent permitted
by applicable law, the companies and persons involved in the Acquisition
disclaim any responsibility or liability for the violation of such
restrictions by any person. If the Acquisition is implemented (with the
consent of the Takeover Panel) by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by the use of mails or any means
or 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 Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to RPS Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such 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.

If any Overseas Shareholder remains in any doubt, it should consult an
appropriate independent professional adviser in its relevant jurisdiction
without delay. The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Takeover Panel, the London Stock Exchange and the
Financial Conduct Authority.

Additional information for US investors

RPS Shareholders in the United States should note that the Acquisition relates
to shares of an English company and is proposed to be effected by means of a
scheme of arrangement provided for under, and governed by, the laws of England
and Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the
United States Securities Exchange Act of 1934, as amended (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 Tetra Tech were to elect to implement the Acquisition by means of
a Takeover Offer, such Takeover Offer shall be made in compliance with all
applicable United States laws and regulations, including any applicable
exemptions under the US Exchange Act, including Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such a takeover would be made in
the United States by Tetra Tech and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Tetra Tech or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of RPS outside the United
States, other than pursuant to such Takeover Offer, during the period in which
such Takeover Offer would remain open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. If such purchases or arrangements to
purchase were to be made, they would be made outside the United States and
would comply with applicable law, including United Kingdom laws and the US
Exchange Act. Any such purchases by Tetra Tech or its or its nominees, or its
brokers (acting as agents), will not be made at prices higher than the price
of the Acquisition provided in this announcement unless the price of the
Acquisition is increased accordingly. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the United Kingdom,
shall be reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at www.londonstockexchange.com.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States. Neither the
Acquisition nor this announcement have been approved by the SEC, any state
securities commission in the United States or any other US regulatory
authority, nor have such authorities approved or disapproved or passed
judgment upon the fairness or the merits of the Acquisition, or determined if
this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.

Each RPS Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to them, including under applicable United States state and local,
as well as overseas and other, tax laws.

Except where otherwise indicated, financial information relating to RPS and/or
the RPS Group included in this announcement and the Scheme Document has been
or shall have been prepared in accordance with accounting standards applicable
in the United Kingdom and may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

Tetra Tech, Inc. is incorporated under the laws of Delaware and RPS is
organised under the laws of England and Wales. Some or all of the officers and
directors of Tetra Tech Inc., Tetra Tech and RPS may be residents of countries
other than the United States. In addition, most of the assets of RPS are
located outside the United States. As a result, it may be difficult for US
shareholders of RPS to effect service of process within the United States upon
Tetra Tech, Inc., Tetra Tech and RPS or their respective officers or directors
or to enforce against them a judgment of a US court predicated upon the
federal or state securities laws of the United States.

Additional information for Canadian investors

Holders of RPS Shares resident or located in Canada should note that the
Acquisition relates to shares of an English company and is proposed to be
implemented by means of a scheme of arrangement provided for under the laws of
England and Wales (although Tetra Tech reserves the right to implement the
Acquisition by way of a Takeover Offer, subject to the Takeover Panel's
consent). 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. Except where otherwise indicated, the
financial information included in this announcement and the Scheme Document
has 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 RPS 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 RPS Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

RPS 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 RPS 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.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by RPS, Tetra Tech or any member of the Wider Tetra Tech
Group or Wider RPS Group contains statements which are, or may be deemed to
be, "forward-looking statements" under applicable securities laws. Such
forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which
RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group
or the Enlarged Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to future
events, including RPS, Tetra Tech, any member of the Wider Tetra Tech Group,
the Wider RPS Group or the Enlarged Group's future prospects, developments and
business strategies, the expected timing and scope of the Acquisition, certain
plans and objectives of the boards of directors of RPS, Tetra Tech, any member
of the Wider Tetra Tech Group or Wider RPS Group, expectations regarding
whether the Acquisition will be completed, including whether any conditions to
Completion will be satisfied, and the anticipated timing for Completion, the
expected effects of the Acquisition on RPS, Tetra Tech, any member of the
Wider Tetra Tech Group or Wider RPS Group; as well as the financial condition,
results of operations and businesses of Tetra Tech, any member of the Wider
Tetra Tech Group, RPS or the Wider RPS Group following the implementation of
the Acquisition, and other statements other than historical facts. These
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, economic performance, synergies, indebtedness,
financial condition, dividend policy, losses and future prospects of RPS,
Tetra Tech, the Wider Tetra Tech Group, the Wider RPS Group and/or the
Enlarged Group; (ii) business and management strategies and the expansion and
growth of RPS', Tetra Tech's, any member of the Wider Tetra Tech Group's, the
Wider RPS Group's and/or the Enlarged Group's operations, benefits and
potential synergies resulting from the Acquisition; (iii) expectations
regarding the integration of the Wider RPS Group and timing thereof; (iv)
expectations regarding anticipated cost savings, operating efficiencies and
operational, competitive and cost synergies, and the manner of achieving such
synergies; and (v) the effects of global economic conditions and governmental
regulation on RPS', Tetra Tech's, any member of the Wider Tetra Tech Group's,
the Wider RPS Group's or the Enlarged Group's businesses. In some cases, these
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is expected
to", "is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may", "will",
"shall" or "should" or their negatives or other variations or comparable
terminology. Such forward-looking statements reflect current beliefs of
management of RPS or Tetra Tech, as applicable, and are based on certain
factors and assumptions, which by their nature are subject to inherent risks
and uncertainties. While RPS and Tetra Tech consider these factors and
assumptions to be reasonable based on information available as at the date
hereof, actual events or results could differ materially from the results,
predictions, forecasts, conclusions, or projections expressed or implied in
the forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in, and assumptions
about, the global, political, economic, business, competitive, market and
regulatory forces and conditions, future exchange and interest rates, changes
in tax rates, future business combinations or disposals, any epidemic,
pandemic or disease outbreak, the satisfaction of the conditions to Completion
on the proposed terms and schedule, the state of the global economy and the
economies of the regions in which RPS, Tetra Tech, the Wider Tetra Tech Group
and/or the Wider RPS Group operate, the state of and access to global and
local capital and credit markets, the availability of borrowings to be drawn
down under, and the utilisation of, various elements and components of Tetra
Tech's financing plan in accordance with their respective terms; the
sufficiency of Tetra Tech's, the Wider Tetra Tech Group's or the Wider RPS
Group's liquidity and working capital requirements for the foreseeable future;
the ability of the Tetra Tech Group and the Wider RPS Group to successfully
integrate their respective businesses, processes, systems and operations and
retain key employees, the Enlarged Group's ability to make acquisitions and
its ability to integrate or manage such acquired businesses, and the
anticipated impacts of the COVID-19 pandemic and the Russia-Ukraine war on
RPS', Tetra Tech's, the Wider Tetra Tech Group's, the Wider RPS Group's or the
Enlarged Group's businesses, operating results, cash flows and/or financial
condition, including the effect of measures implemented as a result of the
COVID-19 pandemic and the Russia-Ukraine war and, as relates to Tetra Tech
specifically, risks, uncertainties and assumptions relating to the potential
failure to realise anticipated benefits from the Acquisition, currency
exchange risk and foreign currency exposure related to the purchase price of
the Acquisition, the absence of deal protection mechanisms under the
Acquisition, Tetra Tech's reliance upon information provided by RPS in
connection with the Acquisition and publicly available information, risks
associated with historical and pro forma financial information, potential
undisclosed costs or liabilities associated with the Acquisition, Tetra Tech
or RPS being adversely impacted during the pendency of the Acquisition, and
change of control and other similar provisions and fees; Tetra Tech's ability
to retain and attract new business, achieve synergies and maintain market
position arising from successful integration plans relating to the
Acquisition, Tetra Tech's ability to otherwise complete the integration of RPS
within anticipated time periods and at expected cost levels, Tetra Tech's
ability to attract and retain key employees in connection with the
Acquisition, management's estimates and expectations in relation to future
economic and business conditions and other factors in relation to the
Acquisition and resulting impact on growth and accretion in various financial
metrics, the realisation of the expected strategic, financial and other
benefits of the Acquisition in the timeframe anticipated, the accuracy and
completeness of public and other disclosure (including financial disclosure)
by RPS If any one or more of these risks or uncertainties materialises or if
any one or more of the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Accordingly, Tetra
Tech and RPS can give no assurance that such expectations, estimations or
projections will prove to be correct and such forward-looking statements
should therefore be construed in the light of such factors. Tetra Tech and RPS
caution that the foregoing list of risk factors is not exhaustive. Neither RPS
nor any of Tetra Tech or any member of the Wider Tetra Tech Group or the Wider
RPS Group, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement shall actually occur or that actual results
will be consistent with forward-looking statements. Given these risks and
uncertainties, readers should not place any reliance on forward-looking
statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Enlarged Group, there may be additional
changes to the Enlarged Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Tetra Tech Group or RPS Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.

Tetra Tech and RPS expressly disclaim any obligation to update such statements
other than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per ordinary share for Tetra Tech or RPS, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per ordinary share for
Tetra Tech or RPS, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of: (i) the
offeree company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than
3.30 p.m. (London time) on the 10th Business Day following the announcement
in which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of: (i) the offeree company; and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
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 Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Takeover Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by RPS Shareholders, persons with information rights and other
relevant persons for the receipt of communications from RPS may be provided to
Tetra Tech or Tetra Tech, Inc. during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) on Tetra Tech, Inc.'s and RPS' websites
at https://www.tetratech.com/investor-offer and
https://www.rpsgroup.com/tetra-tech-offer, respectively, by no later than 12
noon (London time) on the Business Day following the date of this
announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, RPS Shareholders, persons
with information rights and participants in the RPS Share Plans may request a
hard copy of this announcement (and any information incorporated in this
announcement by reference to another source) free of charge: (i) by
telephoning Equiniti on +44 (0)345 504 9911; or (ii) by submitting a request
in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, United Kingdom. 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. Lines will be open between 8.30
a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones. For
persons who receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement and any such
information incorporated in it by reference to another source will not be sent
unless so requested. In accordance with Rule 30.3 of the Takeover Code, a
person so entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition be sent to
them in hard copy form.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

 

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