SWEETT GROUP PLC. (registered in England and Wales under company number )

Transcription

1 THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice outside the United Kingdom. This letter (including any document incorporated into it by reference), should be read as a whole. If you have sold or otherwise transferred all of your Sweett Shares, please forward this letter as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this letter should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant law of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Sweett Shares, you should retain this letter and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The distribution of this letter in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this letter comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. SWEETT GROUP PLC (registered in England and Wales under company number ) 60 Gray s Inn Road London WC1X 8AQ 21 June 2016 To: Sweett Shareholders and, for information only, to participants in the Sweett Share Schemes Dear Sweett Shareholder, IMPORTANT PLEASE READ: UPDATE ON RECOMMENDED PROPOSAL FOR THE ACQUISITION OF SWEETT GROUP PLC BY WSP GLOBAL INC. 1. Introduction On behalf of the Board of Sweett, I wrote to you on 8 June 2016 to set out the background to and terms of the proposed acquisition by WSP Global Inc. (or one of its wholly-owned subsidiaries) ( WSP ) of the entire issued and to be issued share capital of Sweett (other than any Excluded Shares). Capitalised terms used but not defined in this letter have the meaning given to them in the circular to Sweett Shareholders dated 8 June 2016 of which my letter formed part (the Scheme Document ), a copy of which is available on the Company s website at investors. The purpose of this letter is to provide clarification of the terms of the irrevocable undertakings given by certain Sweett Shareholders as referred to in the Announcement and in paragraph 4 of Part 7 of the Scheme Document and, where relevant, the circumstances in which the obligation to vote in favour of the Scheme or the Special Resolution to be proposed at the General Meeting falls away in respect of a higher competing offer (see paragraph 2.5 below). Each of the irrevocable undertakings contains undertakings additional to those referred to in paragraph 4 of Part 7 of the Scheme Document and these additional undertakings restrict those giving the undertakings from being able to take certain actions as set out in paragraphs 2.3, 2.7, 2.8, 2.9 and 2.11 below. Sweett also wishes to advise Sweett Shareholders of further developments in the discussions with Sweett s bankers. This letter is supplemental to, and should be read in conjunction with the Scheme Document that was published on 8 June The relevant changes to the information disclosed in the Scheme Document, and all material new information which has arisen since the Scheme Document was

2 published on 8 June 2016 are contained in this letter and a revised version of the Scheme Document will not be issued. 2. Irrevocable undertakings Sweett Directors irrevocable undertakings 2.1 The summary of the irrevocable undertakings given by each of the Sweett Directors set out in the Scheme Document did not contain the information set out in paragraph Each of the Sweett Directors has given an irrevocable undertaking to accept the Offer and to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting to give effect to the Scheme in respect of the number of Sweett Shares set out below: Name Number of Sweett Shares % of issued Sweett Shares John Dodds 150, Alan Lovell 100, Patrick Sinclair 80,216* 0.12 David Wilton 40, Douglas McCormick 20, TOTAL 391, * This includes the 16,836 Sweett Shares referred to below The Sweett Directors have undertaken on the same terms to direct Cyril Sweett Trustee Company Limited, the trustee of the Share Incentive Plan, to vote 16,836 Sweett Shares held by the trustee for their account under the Share Incentive Plan (representing, in aggregate, approximately 0.02 per cent. of the share capital of Sweett in issue on 20 June 2016 (being the last Business Day prior to the date of this letter)) in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting to give effect to the Scheme. The undertakings set out in this paragraph 2.2 will remain binding if a higher competing offer for Sweett is made. The undertakings will cease to be binding if (i) the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Sweett Shareholders at the Court Meeting or the General Meeting or (ii) the Scheme does not become effective or, where effected by way of a Takeover Offer, lapses or is withdrawn. 2.3 In addition to the undertakings summarised in the Scheme Document each of the Sweett Directors also undertook that until the Offer becomes or is declared unconditional in all respects, lapses or is withdrawn or the undertaking is terminated: (a) not to sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Sweett Shares referred to above held by him other than pursuant to the Offer; (b) not to accept (conditionally or unconditionally) any other offer in respect of any or all of such Sweett Shares, by whatever means it is to be implemented; (c) not to purchase any further Sweett Shares or any interest in any further Sweett Shares without WSP s prior written consent other than pursuant to the Share Incentive Plan; (d) subject to his fiduciary and statutory duties, to exercise or procure the exercise of the voting rights attached to his Sweett Shares which are the subject of the undertaking in accordance with the instructions of WSP on any resolution which would assist implementation of the Offer if it were passed or rejected at a general or class meeting of Sweett; and (e) not to procure or enter into any agreement or arrangement (whether conditional or unconditional) to do any or all of the acts referred to in (a), (b), (c) or (d) above. In addition, each Sweett Director undertook that he shall not withdraw his acceptance of the Offer and shall procure that his acceptance of the Offer is not withdrawn in respect of all or any of the Sweett Shares which are subject to the undertaking, notwithstanding that they may 2

3 have become entitled to withdraw acceptance under the Code or the terms of the Offer. Each Sweett Director who held options to subscribe for Sweett Shares also agreed to accept the Offer in respect of any Sweett Shares arising on the exercise of such options if exercised before the Offer closes, lapses or is withdrawn. The undertakings referred to in this paragraph 2.3 will cease to be binding when the Offer becomes or is declared unconditional in all respects, lapses or is withdrawn or the undertaking is terminated which would occur when and if (i) the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Sweett Shareholders at the Court Meeting or the General Meeting or (ii) the Scheme does not become effective. Other irrevocable undertakings 2.4 Following the sale of 11,927 Sweett Shares in aggregate by Close Asset Management Holdings Limited, the number of Sweett Shares over which Close Asset Management Holdings Limited has provided an irrevocable undertaking has fallen to 3,027,590 Sweett Shares, representing approximately 4.40 per cent. of the issued share capital of Sweett on 20 June 2016 (being the last Business Day prior to the date of this letter). 2.5 The following holders, controllers or beneficial owners of Sweett Shares have given irrevocable undertakings to accept the Offer and vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting to give effect to the Scheme in respect of the number of Sweett Shares set out below: Name Number of Sweett Shares % of issued Sweett Shares Cyril Sweett Trustee Company Limited (1) 16, Kim Berry 4,535, Close Asset Management Holdings Limited (2) 3,027, Derek Pitcher 1,463, Debra Pitcher 602, Alastair Bloore 974, Jane Bloore 248, TOTAL 10,868, Notes: (1) If Cyril Sweett Trustee Company Limited does not receive any instructions from Share Incentive Plan participants to abstain or vote against the Scheme at the Court Meeting and the Special Resolution at the General Meeting, the undertakings referred to in this table shall be in respect of 18,788,673 Sweett Shares representing per cent. of the issued Sweett Shares as at 20 June 2016 (being the last Business Day prior to the date of this letter). (2) Undertaking given subject to contrary instructions from the relevant beneficial owners. In respect of the undertakings given by Kim Berry, Alastair Bloore and Jane Bloore, if a competing offer is announced in accordance with Rule 2.7 of the City Code on terms that represent an improvement of not less than 10 per cent. of the value attributable to each Sweett Share as at the date on which such offer is announced, then those relevant Sweett Shareholders are entitled to withdraw their vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting or, where effected by way of a Takeover Offer, withdraw their acceptance of the Offer. 2.6 The description of the circumstances in which the obligation to vote in favour of the Scheme or the Special Resolution to be proposed at the General Meeting falls away in the event that a higher competing offer is announced, is set out in the following paragraphs 2.7 to In addition to the matters summarised in the Scheme Document, the irrevocable undertakings given by Kim Berry, Alastair Bloore and Jane Bloore also contain the same additional undertakings as set out in paragraph 2.3 above (other than paragraph 2.3 (c)). In addition, these undertakings provide that (subject to their right to withdraw their acceptance of the Offer in the event that a competing offer is announced which would cause the undertakings to vote in favour of the Scheme or accept the Takeover Offer to lapse) the relevant Sweett Shareholder shall not withdraw its acceptance of the Offer, and shall procure 3

4 that its acceptance of the Offer is not withdrawn, in respect of all or any of the Sweett Shares which are subject to the undertaking, notwithstanding that it may have become entitled to withdraw its acceptance under the Code or the terms of the Offer. These further undertakings do not cease to be binding if a competing offer is announced but will cease to be binding if (i) the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Sweett Shareholders at the Court Meeting or the General Meeting or, (ii) if the Offer is implemented by way of a Takeover Offer, the Offer lapses or is withdrawn. 2.8 The undertakings given by Close Asset Management Holdings Limited are on similar terms to those given by Kim Berry, Alastair Bloore and Jane Bloore (including those undertakings referred to in paragraph 2.3 (other than paragraph 2.3(c)) which are additional to those summarised in the Scheme Document) save that the obligation not to accept any other offer does not apply where a higher competing offer is announced in accordance with Rule 2.7 of the City Code on terms that represent an improvement of not less than 10 per cent. of the value attributable to each Sweett Share as at the date on which such offer is announced. Without prejudice to the right of Close Asset Management Holdings Limited to accept a higher competing offer that is announced in accordance with Rule 2.7 of the City Code on the terms outlined in the immediately preceding sentence, subject to the receipt of direct instruction from the beneficial holders of Sweett Shares, Close Asset Management Holdings Limited agreed not to withdraw its acceptance of the Offer, and to procure that its acceptance of the Offer is not withdrawn, in respect of all or any of the Sweett Shares which are subject to its undertaking, notwithstanding that it may have become entitled to withdraw acceptance under the Code or the terms of the Offer. 2.9 The irrevocable undertakings given by Derek Pitcher and Debra Pitcher are identical in all material respects with those given by the Sweett Directors as referred to in paragraphs 2.2 and 2.3 above (including those undertakings referred to in paragraph 2.3 which are additional to those summarised in the Scheme Document) save to the extent that they relate to giving directions to Cyril Sweett Trustee Company Limited, the trustee of the Share Incentive Plan. Accordingly they contain the further undertakings referred to in paragraph 2.3 other than the obligation set out in paragraph 2.3(c). The undertakings given by Derek Pitcher and Debra Pitcher will remain binding if a higher competing offer for Sweett is made. The undertakings will cease to be binding if (i) the Scheme does not become effective or where effected by way of a Takeover Offer, lapses or is withdrawn, or (ii) the Scheme or the Special Resolution to be proposed at the General Meeting is not approved by the requisite majority of Sweett Shareholders at the Court Meeting or the General Meeting The undertaking from Cyril Sweett Trustee Company Limited (given in its capacity as trustee of the Share Incentive Plan) covers (a) the 16,836 Sweett Shares held by the trustee for the accounts of the Sweett Directors (representing approximately 0.02 per cent. of the issued share capital of Sweett as at 20 June 2016 (being the last Business Day prior to the date of this letter)) and (b) the balance of the Sweett Shares in the Share Incentive Plan (being 7,919,758 as at 20 June 2016 (being the last Business Day prior to the date of this letter) representing approximately per cent. of the issued share capital of Sweett as at that date) in respect of which it has the discretion to vote as a result of not having received voting instructions from the Share Incentive Plan participants to abstain or vote against the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting In addition to the undertakings summarised in the Scheme Document the undertaking from Cyril Sweett Trustee Company Limited provides that the obligation to vote in favour of the Scheme or to accept the Offer shall lapse and be of no further effect if, not later than 3.00 p.m. on the fifth day after the date of the Scheme Document a third party announces a nonpreconditional cash only offer only in accordance with Rule 2.7 of the City Code on terms that represent an improvement of not less than 10 per cent. (or the highest percentage value, up to a maximum of 15 per cent. specified in any irrevocable undertaking prior to the date of the Announcement provided by an institutional shareholder of Sweett to vote in favour of the Scheme) of the value attributable to each Sweett Share as at the date on which such offer is announced and WSP does not increase the Offer Price under the Scheme or Takeover Offer to at least an equivalent amount offered by the third party within seven days of the third 4

5 party s announcement. No such offer was announced in the five days following the date of the Scheme Document and the irrevocable undertaking to vote in favour of the Scheme or to accept the Offer therefore remains binding. Cyril Sweett Trustee Company Limited further undertook: (a) not to sell, transfer, mortgage, charge or otherwise encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Sweett Shares held by it and referred to in its undertaking or any interest in them other than pursuant to the Offer without the consent of WSP; (b) save in respect of any higher competing offer which would cause the undertaking to vote in favour of the Scheme or accept the Takeover Offer to lapse: (i) (ii) not to accept (conditionally or unconditionally) any other offer in respect of any or all of such Sweett Shares, by whatever means it is to be implemented; to exercise or procure the exercise of the voting rights attached to its Sweett Shares which are the subject of the undertaking in accordance with the instructions of WSP on any resolution which would assist implementation of the Offer if it were passed or rejected at a general or class meeting of Sweett; and (c) not to procure or enter into any agreement or arrangement (whether conditional or unconditional) to do any or all of the acts referred to in (a) or (b) above. In addition, this undertaking provides that (subject to its right to withdraw its acceptance of the Offer in the event a competing offer is announced which would cause the undertaking to vote in favour of the Scheme or accept the Takeover Offer to lapse) Cyril Sweett Trustee Company Limited shall not withdraw its acceptance of the Offer, and shall procure that its acceptance of the Offer is not withdrawn, in respect of all or any of the Sweett Shares which are subject to the undertaking, notwithstanding that it may have become entitled to withdraw its acceptance under the Code or the terms of the Offer. Summary 2.12 In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting have been received in respect of up to 11,243,629 Sweett Shares, representing approximately per cent. of the share capital of Sweett in issue on 20 June 2016 (being the last Business Day prior to the date of this letter). If Cyril Sweett Trustee Company Limited does not receive any instructions from Share Incentive Plan participants to abstain or vote against the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, total irrevocable undertakings received shall be in respect of up to 19,163,387 Sweett Shares, representing approximately per cent. of the share capital of Sweett in issue on 20 June 2016 (being the last Business Day prior to the date of this letter). 3. Banking arrangements Sweett has been in discussion with its bankers in relation to the bank facilities which were due to expire on 30 June The bank has agreed to extend the facilities until 8 July 2016 (being the date upon which the Scheme is expected to become effective) but has been clear that it will not extend the facilities beyond that date. In the event that the Scheme does not become effective by this date and Sweett is unable to obtain funding from an alternative source then the Group will have no banking facilities and the lack of any available facilities will impair its ability to continue to trade as a going concern. 4. Fees update The fees and expenses to be incurred by Sweett in connection with the Acquisition (excluding any applicable VAT) have been updated and are expected to be between 550,000 and 610,000. This aggregate number consists of the following categories: (a) (b) financial advice: 350,000 plus applicable VAT; legal advice: between 175,000 and 225,000 plus applicable VAT (legal fees are estimated as a range as they are charged by reference to hourly rates); and 5

6 (c) other costs and expenses (including Panel fees and printing costs): 25,000 to 35,000 plus applicable VAT. 5. No Material Changes 5.1 For the purposes of Rule 27.2 of the Code, WSP is required to provide details of any material changes to the matters set out in Rule 27.2(b) of the Code which have occurred since publication of the Scheme Document on 8 June For these purposes, WSP confirms that there have been no material changes to: (a) (b) (c) (d) (e) (f) its intentions with regards to the business, employees and pension scheme(s) of the Company as detailed in Rule 24.2 of the Code; its or, so far as is known to WSP, the Company s financial or trading position since the publication of the Company s audited financial statements for the year ending on 31 March 2016 (respectively) in each case as detailed in Rule 24.3(a)(v) of the Code; its or its subsidiaries material contracts as detailed in Rule 24.3(a)(vii) of the Code; the terms and conditions of the Offer set out in the Scheme Document; its or the Company s ratings and outlooks publicly accorded to it or the Company (as applicable) prior to the commencement of the offer period as detailed in Rule 24.3(c) of the Code; the period following the effective date of the Scheme within which consideration will be sent to the Scheme Shareholders as detailed in Rule 24.3(d)(v) and paragraph 10 of Appendix 7 of the Code; (g) any agreements or arrangements to which WSP is a party which relate to the circumstances in which WSP may or may not invoke or seek to invoke a condition of its offer as detailed in Rule 24.3(d)(ix) of the Code; (h) (i) (j) (k) (l) (m) (n) (o) (p) any irrevocable commitments and letters of intent which WSP or any person acting in concert with WSP has procured in relation to relevant securities of the Company as detailed in Rule 24.3(d)(x) of the Code (save as the clarifications made in paragraph 2 above); any post-offer undertakings made by WSP as detailed in Rule 24.3(d) (xv) of the Code; any offer-related arrangements or other agreements, arrangements or commitments permitted under, or excluded from, Rule 21.2 of the Code (including any inducement fees) as detailed in Rule 24.3(d)(xvi) of the Code; any profit forecasts and quantified financial benefits statements as detailed in Rule 24.3(d)(xviii) of the Code; its financing arrangements and sources of finance in respect of the Offer as detailed in Rule 24.3(f) of the Code; any interests and dealings in relevant securities by, amongst others, the directors of WSP and persons acting in concert with WSP, as detailed in Rule 24.4 of the Code; the effect of the Offer on the emoluments of its directors as detailed in Rule 24.5 of the Code; any incentivisation arrangements with members of the Company s management who are interested in shares of the Company or any agreements, arrangements or understandings between WSP and any person acting in concert with it and any of the Sweett Directors, recent directors of Sweett, Sweett Shareholders or recent shareholders of the Company, or any person interested or recently interested in shares of the Company, which has any dependence upon the offer as detailed in Rule 16.2 or Rule 24.6 of the Code; the ultimate owner of any securities in the Company to be acquired pursuant to the terms of the Scheme as detailed in Rule 24.9 of the Code; (q) any indemnities, dealing arrangements, option arrangements or other arrangements which may be an inducement to deal or to refrain from dealing as detailed in Note 11 on the definition of acting in concert and Rule of the Code; and 6

7 (r) any fees and expenses expected to be incurred by WSP in connection with the Offer as detailed in Rule of the Code. 5.2 In addition, for the purposes of Rule 27.2 of the Code, Sweett is required to provide details of any material changes to the matters set out in Rule 27.2(c) of the Code which have occurred since publication of the Scheme Document on 8 June For these purposes, Sweett confirms that there have been no material changes to: (a) its opinion on the offer, the effects of implementation of the Offer on all of the Company s interests and WSP s strategic plans for the Company together with the likely repercussions on employment (other than to the extent set out in paragraph 3 above) and the locations of the Company s places of business, as detailed in Rule 25.2(a) of the Code; (b) the substance of the independent financial adviser s advice given to the Board of Sweett and as detailed in Rule 25.2(b) of the Code; (c) its financial or trading position since the publication of the Company s audited financial statements for the year ending on 31 March 2016 (other than to the extent set out in paragraph 3 above), as detailed in Rule 25.3 of the Code; (d) any interests and dealings in its relevant securities by, amongst others, Sweett Directors and any persons acting in concert with the Company, as detailed in Rule 25.4 of the Code; (e) the service contracts of the Sweett Directors or proposed directors with Sweett or any of its subsidiaries as detailed in Rule 25.5 of the Code; (f) any indemnities, dealing arrangements, option arrangements or other arrangements which may be an inducement to deal or to refrain from dealing as detailed in Note 11 on the definition of acting in concert and Rule 25.6 of the Code; (g) its and its subsidiaries material contracts as detailed in Rule 25.7(a) of the Code; (h) any irrevocable commitments and letters of intent which the Company or any person acting in concert with the Company has procured in relation to relevant securities of the Company as detailed in Rule 25.7(b) of the Code; (i) any post-offer undertakings and post-offer intention statements made by the Company as detailed in Rule 25.7(c) of the Code; (j) any profit forecasts and quantified financial benefits statements as detailed in Rule 25.7(e) of the Code; and (k) save as set out in paragraph 4 above, any fees and expenses expected to be incurred by the Company in connection with the offer as detailed in Rule 25.8 of the Code. 6. Shareholder Helpline If you have any questions about the content of this letter, please contact the Company s registrars, Capita Asset Services, on between 9.00 a.m. and 5.30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Scheme or give any legal, tax or financial advice. Yours faithfully, John Dodds Chairman Sweett Group plc 7

8 Important notices The Sweett Directors, whose names are set out in paragraph 2.1 of Part 7 of the Scheme Document, accept responsibility for the information contained in this letter. To the best of the knowledge and belief of the Sweett Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this letter for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The WSP Directors, whose names are set out in paragraphs 2.2 of Part 7 of the Scheme Document, accept responsibility for the information contained in this letter relating to the WSP Group, the WSP Directors and their respective immediate families and the related trusts of and persons connected with the WSP Directors, and persons deemed to be acting in concert with WSP (as such term is defined in the Code). To the best of the knowledge and belief of the WSP Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this letter for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. This letter is for information purposes only and is not intended to and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this letter or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This letter has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions. A copy of this letter will be made available (subject to certain access restrictions relating to persons resident in Restricted Jurisdictions) on WSP s website at and Sweett s website at by no later than noon (London time) on 22 June Stockdale Securities Limited ( Stockdale ), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the matters referred to in this letter and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stockdale, or for giving advice in relation to the matters referred to in this letter, the contents of this letter or any matter referred to herein. Opus Corporate Finance LLP ( Opus ), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for WSP and no one else in connection with the matters referred to in this letter and will not be responsible to anyone other than WSP for providing the protections afforded to clients of WSP, or for giving advice in connection with the matters referred to in this letter or any matter referred to herein. Black&Callow c112184