TIDMRPS
RNS Number : 5780N
RPS Group PLC
23 January 2023
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
23 January 2023
RPS Group plc ("RPS")
by
Tetra Tech UK Holdings Limited ("Tetra Tech")
a wholly-owned subsidiary of Tetra Tech, Inc.
Scheme of Arrangement Becomes Effective
On 23 September 2022, the boards of directors of RPS, Tetra Tech
and Tetra Tech, Inc. announced that they had agreed the terms of a
recommended cash offer pursuant to which Tetra Tech will acquire
the entire issued and to be issued share capital of RPS (the
"Acquisition" ), to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme" ). The circular in relation to the Scheme (the "Scheme
Document" ) was published on 11 October 2022.
On 3 November 2022 the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Special Resolution in connection with the implementation of the
Scheme was passed by the requisite majority of RPS Shareholders at
the General Meeting.
On 19 January 2023, RPS and Tetra Tech announced that the High
Court of Justice in England and Wales had sanctioned the Scheme at
the Court Hearing held on 19 January 2023.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document. All references to times in
this announcement are to London time, unless otherwise stated.
Completion of Recommended Offer
RPS and Tetra Tech are pleased to announce that, following
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and, pursuant to the Scheme, the entire issued and to be issued
share capital of RPS is now owned by Tetra Tech.
Settlement of the Consideration
A Scheme Shareholder on the register of members of RPS at the
Scheme Record Time, being 6:00 p.m. on 20 January 2023, will be
entitled to receive 222 pence in cash for each Scheme Share
held.
Settlement of the consideration to which any Scheme Shareholder
is entitled will be effected by way of CREST, electronic payments
via existing mandates set up for the purpose of dividend payments
or the despatch of cheques (for Scheme Shareholders holding Scheme
Shares in certificated or uncertificated form) (or by any other
method approved by the Takeover Panel) as soon as practicable and
in any event not later than 14 days after the Effective Date, as
set out in the Scheme Document.
In the case of Scheme Shares acquired by employees of RPS under
the RPS Share Plans (other than the RPS SIPs), cash consideration
will be paid to the RPS Group on behalf of the relevant employee to
enable payment directly into the applicable bank account as soon as
practicable after the Effective Date in accordance with the letters
sent to them under Rule 15 of the Code and subject to any
deductions that may be required to be made for income tax and/or
employee social security payments.
De-listing and next steps
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of RPS
Shares from the premium listing segment of the Official List and
the cancellation of the admission to trading of RPS Shares on the
London Stock Exchange's Main Market for listed securities, which is
expected to take place at 8:00 a.m. on 24 January 2023.
Changes to the Board
As the Scheme has now become effective, RPS duly announces that
Kenneth Lever, Allison Bainbridge, Elizabeth Peace, Michael McKelvy
and John Douglas have tendered their resignations as directors with
effect from 24 January 2023 and will simultaneously stepdown from
the RPS Board. Judith Cottrell will remain on the RPS Board. In
addition, William Brownlie and Andrew Gillespie will be nominated
by Tetra Tech and appointed to the RPS Board with effect from
today's date.
Full details of the Acquisition are set out in the Scheme
Document published on 11 October 2022.
Enquiries:
RPS
John Douglas, Chief Executive Officer
Judith Cottrell, Group Finance Director +44 1235 863 206
Gleacher Shacklock (Lead Financial
Adviser to RPS)
Tim Shacklock
James Dawson
Tom Quinn +44 20 7484 1150
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
Geoff Iles
Tom Brown +44 20 7628 1000
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.
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 9911Íž 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.
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END
MSCNKNBBBBKDFDB
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