Nippon Koei UK Topco Limited Recommended cash offer for Hyder Consulting PLC (6198O)

TIDMHYC TIDMTTM

RNS Number : 6198O

Nippon Koei UK Topco Limited

08 August 2014

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

8 August 2014

RECOMMENDED CASH OFFER

FOR HYDER CONSULTING PLC

NIPPON KOEI UK TOPCO LIMITED

a wholly-owned subsidiary of

NIPPON KOEI CO., LTD

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary

-- The boards of Nippon Koei Co., Ltd ("Nippon Koei") and Hyder Consulting PLC ("Hyder") are pleased to announce they have reached agreement on the terms of a recommended cash offer, to be made by Nippon Koei UK Topco Limited ("Bidco"), a wholly--owned subsidiary of Nippon Koei, for the entire issued and to be issued ordinary share capital of Hyder. The Offer is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

   --          Under the terms of the Offer, Hyder Shareholders will be entitled to receive:

680 pence in cash for each Hyder Share

-- The Offer values the entire issued and to be issued ordinary share capital of Hyder at approximately GBP268.1 million.

   --          The Offer represents a premium of:

- approximately 44.9 per cent. to the Closing Price of 469 pence per Hyder Share on 30 July 2014 (being the latest practicable date prior to the commencement of the Offer Period);

- approximately 46.7 per cent. to the Volume Weighted Average Price per Hyder Share of 464 pence during the 3 month period to 30 July 2014 (being the latest practicable date prior to the commencement of the Offer Period);

- approximately 5.4 per cent. to the Closing Price of 645 pence per Hyder Share on 7 August 2014 (being the latest practicable date prior to the date of this announcement); and

- approximately 4.6 per cent. to the 650 pence per Hyder Share offer announced by ARCADIS UK Investments B.V. on 31 July 2014;

- an Enterprise Value to EBITDA multiple of 11.7 times Hyder's 2014 EBITDA of GBP23.6 million.

-- The Hyder Directors, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing advice to the Hyder Directors, Investec has taken into account the commercial assessments of the Hyder Directors. Accordingly, the Hyder Directors intend unanimously to recommend that Hyder Shareholders vote in favour of the resolutions relating to the Offer at the Shareholder Meetings (or, in the event that the Offer is implemented as a Takeover Offer, that Hyder Shareholders accept the Offer). As a result, the Hyder Directors no longer intend to recommend that Hyder Shareholders vote in favour of or accept the ARCADIS Offer.

-- Bidco, a company incorporated under the laws of England, is a wholly-owned subsidiary of Nippon Koei. Established in 1946, Nippon Koei is a market leading engineering consultant in Japan, serving a wide range of sectors including energy, water, transportation, urban development and environment across operations in Japan, Asia, Africa, Latin America and the Middle East. Nippon Koei is listed on the Tokyo Stock Exchange with a market capitalisation of approximately Yen44,975 million (approximately GBP261.7 million) as at 7 August 2014. For the year ended 31 March 2013, Nippon Koei generated revenues of Yen72,412 million (approximately GBP421.4 million) and EBITDA of Yen5,842 million (approximately GBP34.0 million).

-- The board of Nippon Koei has a strategic vision to become a top tier global engineering consultancy. It believes that a combination of Nippon Koei's business with that of Hyder represents the opportunity to accelerate significantly this intent by forming a group with a breadth of technical capabilities across a range of complementary geographies.

-- Nippon Koei anticipates that Hyder will continue to operate as a standalone division of the combined business within an operating structure designed to exploit the growth opportunities for both businesses. As such, the Offer is not predicated upon cost synergies.

-- The cash consideration payable under the Offer to Hyder Shareholders will be financed by a new acquisition facility provided by The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Commenting on the Offer, Noriaki Hirose, President of Nippon Koei, said:

"This merger represents a truly transformational step for Nippon Koei, fulfilling founder Yutaka Kubota's long term strategic vision of broadening the client base and geographic footprint of Nippon Koei, whilst continuing to focus on our core sectors of transportation, utilities and property. Both Nippon Koei and Hyder operate in the same part of the design and engineering consulting value chain. In short, our Chairman (Yoshihiko Tsonoda) and I could not envisage a better business for us to merge with.

I regret that the confidential nature of our interest has meant that we have not yet had the opportunity to meet many of the employees of Hyder and begin planning our combined journey together. We recognise the value of collaboration and so I look forward to addressing this as soon as possible. A key element of our due diligence has been understanding the depth of Hyder's engineering capability and the skills of its people, and we have been most impressed with what we have learned.

Like Hyder, Nippon Koei is a longstanding company with a rich heritage in engineering. We are conservatively run, with the same focus on clients and quality. We rarely make acquisitions but, having studied Hyder carefully, we are clear how important and strategic this merger is for us.

Given the success of both organisations, we intend to make minimal changes to the existing operating structures of either organisation and are excited about the prospect of capturing cross selling and other revenue generating opportunities as a combined business."

Commenting on the Offer, Ivor Catto, Chief Executive of Hyder, said:

"The cash offer from Nippon Koei announced today represents a 30 pence premium to ARCADIS' offer announced on 31 July 2014 and accordingly the Hyder Board is now recommending the cash offer from Nippon Koei. The Hyder Board considers that Nippon Koei's cash offer substantially recognises Hyder's growth prospects, and provides certainty, in cash, to our shareholders today. The merged group should also provide further opportunities for our highly valued employees and clients."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The Offer will be subject to the conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. The bases and sources for certain information contained in this announcement are set out in Appendix 2. Certain definitions and terms used in this announcement are set out in Appendix 3.

Enquiries:

 
 Nippon Koei Co., Ltd                                        Hyder Consulting PLC 
 Tel: +44 (0)207 466 5057                                     Tel: +44 (0)203 014 9000 
                                                              Ivor Catto, Chief Executive 
                                                              Russell Down, Group Finance Director 
 Akira Mizukoshi, Director, Managing Executive Officer, 
 Director General of Business Planning 
 & Development Administration 
 Tatsuhiko Yasukochi, Deputy Director General of Business 
 Planning & Development Administration 
 with Executive Officer Status 
                                                             Investec Bank plc (financial adviser and Rule 3 adviser 
                                                             to Hyder) 
                                                             Tel: +44 (0)207 597 4000 
                                                             Christopher Baird 
                                                             James Ireland 
                                                             Josh Levy 
 KPMG LLP (financial adviser to Nippon Koei)                  Numis Securities Limited (broker to Hyder) Tel: +44 
  Tel: +44 (0)207 311 1000                                    (0)207 260 1000 
  Andy Hales                                                  David Poutney 
  Christian Mayo                                              James Serjeant 
  Khush Purewal                                               Stuart Skinner 
  Helen Roxburgh 
 Buchanan (PR adviser to Nippon Koei)                        Citigate Dewe Rogerson (PR adviser to Hyder) 
  Tel: +44 (0)207 466 5057                                    Tel: +44 (0)207 282 2945 
  Richard Darby                                               Tom Baldock 
  Charles Ryland                                              Ginny Pulbrook 
  Helen Chan

Further information

KPMG LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to Nippon Koei and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Nippon Koei and Bidco for providing the protections afforded to clients of KPMG LLP or for providing advice in relation to the matters referred to in this announcement. Neither KPMG LLP 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 KPMG LLP in connection with any matters referred to in this announcement or otherwise.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Any acceptance or other response to the Offer should be made only on the basis of the information in the Scheme Document.

Hyder will prepare the Scheme Document to be distributed to Hyder Shareholders. Hyder, Nippon Koei and Bidco urge Hyder Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to Hyder Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

Overseas Shareholders

The release, publication or distribution of this announcement or availability of the Offer in 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 the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Hyder Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

The Offer relates to shares of an English public limited company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of tender offer rules or the laws of other jurisdictions outside the United Kingdom.

However, if Bidco elects to implement the Offer by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations to the extent applicable.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdictions. If the Offer is implemented by way of a Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.

Notice to US investors in Hyder

The Offer relates to the shares of an English public limited company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Offer by way of a Takeover Offer and determines to extend the Offer into the United States, the Offer will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and which may be included in the Scheme Document (or Takeover Offer Document, as the case may be) has been or will have been prepared in accordance with accounting standards applicable in territories outside the United States that 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.

It may be difficult for US holders of Hyder Shares to enforce their rights and any claim arising out of the US federal laws, since Nippon Koei, Bidco and Hyder are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Hyder Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Forward looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the Wider Nippon Koei Group and the Wider Hyder Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither the Wider Nippon Koei Group nor the Wider Hyder Group assume any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Nippon Koei share or Hyder Share for the current or future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per Nippon Koei share or Hyder Share.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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, 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 pm (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 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 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.

Publication of this announcement and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nippon Koei's and Hyder's website at http://www.n-koei.co.jp/english/news/2014/august-1.html(English language) and http://www.n-koei.co.jp/news/2014/140808.html(Japanese language) and www.hyderconsulting.com, respectively, by no later than 12 noon on 11 August 2014. Nippon Koei will also make a separate formal announcement of the Offer in Tokyo, shortly following the publication of this announcement, which will also be made available on Nippon Koei's website. The contents of Nippon Koei's and Hyder's websites are not incorporated into and do not form part of this announcement.

Any person who is required to be sent this announcement under the Takeover Code may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m. Monday to Friday. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

8 August 2014

RECOMMENDED CASH OFFER

FOR HYDER CONSULTING PLC

NIPPON KOEI UK TOPCO LIMITED

a wholly-owned subsidiary of

NIPPON KOEI CO., LTD

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

   1.         Introduction

The boards of Nippon Koei Co., Ltd ("Nippon Koei") and Hyder Consulting PLC ("Hyder") are pleased to announce they have reached agreement on the terms of a recommended cash offer, to be made by Nippon Koei UK Topco Limited ("Bidco"), a wholly owned subsidiary of Nippon Koei, for the entire issued and to be issued ordinary share capital of Hyder. The Offer is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

   2.         The Offer

The Offer, which will be on the terms and subject to the conditions set out below and in Appendix 1, and to be set out in the Scheme Document, will be made on the following basis:

 
 for each Hyder ordinary share   680 pence in cash

The Offer values the entire issued and to be issued ordinary share capital of Hyder at approximately GBP268.1 million.

The Offer represents a premium of:

-- approximately 44.9 per cent. to the Closing Price of 469 pence per Hyder Share on 30 July 2014 (being the latest practicable date prior to the commencement of the Offer Period);

-- approximately 46.7 per cent. to the Volume Weighted Average Price per Hyder Share of 464 pence during the 3 month period to 30 July 2014 (being the latest practicable date prior to the commencement of the Offer Period);

-- approximately 5.4 per cent. to the Closing Price of 645 pence per Hyder Share on 7 August 2014 (being the latest practicable date prior to the date of this announcement); and

-- approximately 4.6 per cent. to the 650 pence per Hyder Share offer announced by ARCADIS UK Investments B.V. on 31 July 2014;

-- an Enterprise Value to EBITDA multiple of 11.7 times Hyder's 2014 EBITDA of GBP23.6 million.

Hyder Shareholders on the register of members of Hyder at 11 July 2014 will also remain entitled to receive and retain the Hyder Final Dividend of 8.5 pence per Hyder Share, which is expected to be paid on or around the date of this announcement. Save for the Hyder Final Dividend, no further dividend or other distribution will be recommended, proposed, declared, made, paid or is payable by Hyder before the earlier of the Scheme becoming effective, lapsing, terminating or being withdrawn.

   3.         Background to and reasons for the Offer

The board of Nippon Koei has a strategic vision to become a top tier global engineering consultancy. It believes a combination of Nippon Koei's business with that of Hyder represents the opportunity to accelerate significantly this intent by forming a group with a breadth of technical capabilities across a range of complementary geographies. The proposed merger of Nippon Koei and Hyder, to be achieved through the Offer, would create significant opportunities for enhancing the growth of the combined business.

Both Hyder and Nippon Koei have deep-seated technical engineering and design skills and strong existing client relationships from which Nippon Koei anticipates being able to generate significant revenue synergies. Hyder has established a successful model of utilising its design excellence centres in the Philippines and India to deliver projects globally and Nippon Koei believes this expertise can be further leveraged to capitalise on existing opportunities with its clients. Nippon Koei has developed a number of proprietary engineering technologies through its R&D centre in Japan, which it believes will be of benefit to Hyder in its existing markets.

The board of Nippon Koei believes that there is a strong alignment between the sectors where Hyder has particular strength and in which Nippon Koei has chosen to focus its growth strategy. Hyder's expertise in transport, utilities and property will enable Nippon Koei to capitalise on significant opportunities arising from its existing customer relationships driven by increasing urban development in emerging markets.

Nippon Koei has a strong track record for delivering Japanese Government ODA funded projects in emerging markets, particularly in Asia. The board of Nippon Koei believes a combination with Hyder will enable Nippon Koei to diversify from this traditional revenue source into non-ODA funded projects in these regions, utilising Hyder's strong track record in such projects and Nippon Koei's relationships in these markets.

   4.         Management, employees and locations

Nippon Koei anticipates that Hyder will continue to operate as a standalone division of the combined business within an operating structure designed to exploit the growth opportunities for both businesses. As such, the Offer is not predicated upon cost synergies.

The board of Nippon Koei does not currently anticipate any restructuring of the operations of Hyder, any employee redundancies, the closure of any locations of Hyder's places of business or any redeployment of Hyder's fixed assets.

The board of Nippon Koei believes that the combination of the two businesses will create opportunities for the employees of both businesses, who will benefit from an increasing and diverse project workload of the combined business, sharing of technologies between businesses and enhanced overseas opportunities.

Nippon Koei is fully supportive of the existing senior management team of Hyder and recognises their success in creating a multi-national design and engineering consultancy renowned for working on some of the world's most iconic buildings and structures. Nippon Koei considers the Hyder management team to be important in achieving its aspirations for the future of the combined business.

Nippon Koei has given assurances to the Hyder Directors that the existing employment rights of all Hyder Group employees will be fully safeguarded following the Scheme becoming effective in accordance with contractual and statutory requirements and that Nippon Koei intends, following completion of the transaction, to comply with all pensions obligations in respect of Hyder Group employees and members of the Acer Group Pension Scheme.

   5.         Recommendation

The Hyder Directors, who have been so advised by Investec consider the terms of the Offer to be fair and reasonable. In providing advice to the Hyder Directors, Investec has taken into account the commercial assessments of the Hyder Directors.

Accordingly, the Hyder Directors intend unanimously to recommend that Hyder Shareholders vote in favour of the resolutions relating to the Offer at the Shareholder Meetings (or, in the event that the Offer is implemented as a Takeover Offer, to accept the Offer).

As a result, the Hyder Directors no longer intend to recommend Hyder Shareholders to vote in favour of or accept the ARCADIS Offer.

   6.         Background to and reasons for the recommendation

Hyder is one of the world's longest established engineering consultancies, with a heritage that spans over two centuries. Hyder has been involved with many landmark designs across the globe including the Sydney Harbour Bridge, the Cairo wastewater scheme and London's Tower Bridge. In recent years Hyder designed the world's tallest building, Burj Khalifa, Australia's Go Between Bridge, Qatar's Capital Market Tower, Frankfurt Airport's new runway and Taiwan's high speed rail network and is currently undertaking the design upgrade of London Bridge Station. Hyder listed on the London Stock Exchange in 2002.

Ivor Catto was appointed as Chief Executive of Hyder in December 2008 and has led the transformation and execution of the group's strategy. This has been to offer core services to key clients; operating in geographies where market dynamics, Hyder's long established track record, and Hyder's professional expertise differentiates it from its competitors. The current senior management team, led by Ivor Catto and Russell Down, have implemented common business systems throughout the Hyder Group and initiated and then rapidly expanded the global design excellence centres to support Hyder's client facing operations. These centres now account for almost 20 per cent. of Hyder's headcount.

Hyder's results for the year ended 31 March 2014 were affected by delays in new contract awards in Australia due to the federal elections and a poor year in Germany. As a result, it was the first time since 2005 that Hyder did not increase its group adjusted operating profit. Although the results for the year ended 31 March 2014 were below original expectations, trading in the UK and the Middle East was strong, Hyder has good bidding opportunities in Australia and the year-end order book was GBP440 million, the highest to date. Overall, Hyder has a strong technical skill base and a diversified business while the flexibility offered by its global design excellence centres allows it to mobilise resources quickly in areas of growing demand.

The Hyder Board previously announced on 31 July 2014 that it had recently received an unsolicited approach from ARCADIS and that, after a period of negotiation between ARCADIS and Hyder, agreement had been reached on a 650 pence per Hyder Share cash offer price as being capable of recommendation by the Hyder Board.

The Hyder Board also received in recent weeks a separate and also unsolicited approach from Nippon Koei. Having provided Nippon Koei with similar access to information on Hyder as was provided to ARCADIS, Nippon Koei has made an offer of 680 pence per share in cash. The cash offer from Nippon Koei announced today represents a 30 pence premium to ARCADIS' cash offer announced on 31 July 2014 and accordingly the Hyder Board is now recommending the cash offer from Nippon Koei. The Hyder Board considers that Nippon Koei's cash offer substantially recognises Hyder's growth prospects, and provides certainty, in cash, to the Hyder Shareholders today. The merged group should also provide further opportunities for Hyder's highly valued employees and clients.

   7.         Financing of the Offer

The cash consideration payable under the Offer to Hyder Shareholders will be financed by a new acquisition facility provided by The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Under the terms of the facility agreement, Nippon Koei has agreed that it shall not waive or cause to be waived, amend, vary, accept or declare or treat as satisfied in whole or in part, or decide not to enforce, any term or condition of the Offer, to the extent it is not actually satisfied or has not been complied with and to the extent that such action would be materially prejudicial to the interests of the lender, other than as required by the Panel and (if relevant) the Court.

As soon as reasonably practicable following completion of the Offer, Nippon Koei intends to refinance this acquisition facility by way of a term loan and to significantly reduce the net level of debt of the combined business by utilising proceeds from the sale of a proportion of Nippon Koei's significant property and securities investments. Further information on the financing of the Offer will be set out in the Scheme Document.

KPMG, financial adviser to Nippon Koei and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Hyder Shareholders under the terms of the Offer.

   8.         Information relating to Nippon Koei

Established in 1946, Nippon Koei is a market leading engineering consultant in Japan. It provides its clients with high quality, multi-disciplinary engineering consultancy services throughout the entire project life cycle utilising its industry leading engineering technology and resource of experienced engineers.

Nippon Koei is a well diversified consulting firm serving a wide range of sectors including energy, water, transportation, urban development and environment across operations in Japan, Asia, Africa, Latin America and the Middle East.

Nippon Koei has an excellent track record of profitable growth, underpinned by its long standing and strong client relationships. Its clients are public sector organisations and large private sector infrastructure/utility companies in Japan. Nippon Koei is listed on the Tokyo Stock Exchange with a market capitalisation of approximately Yen44,975 million (approximately GBP261.7 million) as at 7 August 2014.

For the year ended 31 March 2013, Nippon Koei generated revenues of Yen72,412 million (approximately GBP421.4 million) and EBITDA of Yen5,842 million (approximately GBP34.0 million).

   9.         Information relating to Bidco

Bidco is a company newly incorporated in England and Wales and formed by Nippon Koei for the purpose of making the Offer. Bidco has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer and financing of the Offer.

The current directors of Bidco are Noriaki Hirose and Ryuichi Arimoto, who are each current directors of Nippon Koei.

   10.       Information relating to Hyder

Hyder is one of the world's longest established engineering consultancies, with a heritage that spans over two centuries. Headquartered in the UK, Hyder operates in Asia, Australia, the Middle East, Germany and the United Kingdom. Hyder employs approximately 4,500 people and applies global expertise coupled with local knowledge to create award winning solutions for the transport, property, utilities and environment sectors. Hyder has been listed on the London Stock Exchange since 2002.

Hyder reported revenue and EBITDA for the year ended 31 March 2014 of GBP296.8 million and GBP23.6 million respectively.

   11.       Offer-related arrangements

Nippon Koei and Hyder have entered into a confidentiality agreement dated 18 July 2014 pursuant to which Nippon Koei has undertaken to keep confidential information relating to Hyder and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. The confidentiality agreement also contains provisions pursuant to which Nippon Koei has agreed not to solicit certain senior managerial or technical employees of Hyder, subject to customary carve-outs, prior to 18 July 2015. The confidentiality agreement's standstill provisions have now ceased to apply.

Nippon Koei, Bidco and Hyder have also entered into a bid conduct agreement dated 8 August 2014 pursuant to which Nippon Koei, Bidco and Hyder have agreed: (i) certain matters relating to the treatment of the Hyder Share Incentive Plans and the scope of the proposal to be made by Bidco to participants in such schemes; and (ii) certain provisions relating to the Offer if it proceeds by way of a Takeover Offer.

   12.       Opening Position Disclosure

Since neither Nippon Koei nor Bidco has any interest in relevant securities in Hyder, no Opening Position Disclosure has been made under Rule 8.1(a) of the Takeover Code.

In order to maintain secrecy, it has not been practicable in advance of releasing this announcement for Bidco to make enquiries of all of the parties deemed to be acting in concert with Bidco for the purposes of the Offer. Bidco confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required.

   13.       Hyder Share Incentive Plans

The Offer will extend to any Hyder Shares unconditionally allotted or issued under the Hyder Share Incentive Plans on or before the Reduction Record Time. Details of the proposals to be made to participants in the Hyder Share Incentive Plans will be provided in due course.

The Hyder Directors have confirmed that a maximum of 503,764 new Hyder Shares will be allotted and issued to satisfy options that are exercised under the Hyder Share Incentive Plans on or before the Long Stop Date. This figure has been calculated on the assumption that all options that are currently exercisable and all unvested options which become exercisable on completion of the Offer will be exercised. The rules of the LTIP will determine the proportion of options granted under the LTIP that may become exercisable on completion of the Offer, including the rule which provides for a reduction, on a time pro rata basis, of the number of awards that can vest under each unvested option.

   14.       Management incentivisation arrangements

Nippon Koei intends to put in place appropriate incentivisation arrangements for the current management of Hyder following completion of the Offer. Discussions have not taken place to date between Hyder and Nippon Koei in relation to such arrangements, no agreements or arrangements have been entered into, and there will be no further discussions in relation to any such agreements or arrangements for the remainder of the Offer Period.

   15.       Scheme process

It is currently envisaged that the Offer will be implemented by way of a court sanctioned scheme of arrangement of Hyder (although Bidco reserves the right to effect the Offer by way of a Takeover Offer).

The scheme of arrangement will involve an application by Bidco to the Court to sanction the Scheme and confirm the cancellation of the Scheme Shares in consideration for which Scheme Shareholders will receive cash. To become effective, the Scheme requires, among other things, the approval of a majority in number of the relevant Scheme Shareholders present and voting in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares that are voted, at the Court Meeting, which is convened by order of the Court, and the passing of the resolutions necessary to implement the Offer at the General Meeting. The Scheme must also be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court.

The Scheme will lapse if:

-- the Scheme is not duly approved by Scheme Shareholders (or the relevant class or classes thereof, if applicable) at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow);

-- all resolutions necessary to approve and implement the Scheme and the Capital Reduction have not been duly passed at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow);

-- the Scheme has not been sanctioned (with or without modification acceptable to Bidco and Hyder), and the Capital Reduction has not been confirmed, by the Court on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow); or

   --                      the Scheme does not become effective by the Long Stop Date.

Once the necessary approvals from Scheme Shareholders have been obtained and the other conditions have been satisfied or (where applicable) waived and the Scheme and associated Capital Reduction have been approved by the Court, the Scheme will become effective upon delivery (and, if ordered by the Court, registration) of the Court Orders and requisite statement of capital to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Hyder Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour) and the cash consideration will be despatched by or on behalf of Bidco to Scheme Shareholders no later than 14 days after the Effective Date.

It is expected that the Scheme Document will be published as soon as reasonably practicable. The Scheme Document will include an expected timetable of principal events and will specify the action to be taken by Scheme Shareholders.

   16.       Delisting and cancellation of trading

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Hyder Shares on the London Stock Exchange's market for listed securities and the listing of the Hyder Shares from the Official List on the Effective Date. It is intended that Hyder be re-registered as a private limited company on or as soon as possible after the Effective Date.

If the Offer is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received in respect of such Takeover Offer, Bidco intends to: (i) procure the making of an application to the UKLA to cancel listing of the Hyder Shares on the Official List and to the London Stock Exchange for cancelling of trading of Hyder Shares on its main market for listed securities; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Hyder Shares in respect of which such Takeover Offer has not been accepted.

   17.       Documents

Copies of the following documents will be available on Nippon Koei's website at http://www.n-koei.co.jp/english/news/2014/august-1.html (English language) and http://www.n-koei.co.jp/news/2014/140808.html (Japanese language) and Hyder's website at www.hyderconsulting.com respectively by no later than noon on 11 August 2014 until the end of the Offer Period:

   (a)        the acquisition facility agreement referred to in paragraph 7; 
   (b)        the confidentiality agreement referred to in paragraph 11; 
   (c)        the bid conduct agreement referred to in paragraph 11; and 
   (d)        a copy of this announcement. 
   18.       General

The Offer will be subject to the conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document.

Enquiries:

 
 Nippon Koei Co., Ltd                                        Hyder Consulting PLC 
 Tel: +44 (0)207 466 5057                                     Tel: +44 (0)203 014 9000 
                                                              Ivor Catto, Chief Executive 
                                                              Russell Down, Group Finance Director 
 Akira Mizukoshi, Director, Managing Executive Officer, 
 Director General of Business Planning 
 & Development Administration 
 Tatsuhiko Yasukochi, Deputy Director General of Business 
 Planning & Development Administration 
 with Executive Officer Status 
                                                             Investec Bank plc (financial adviser and Rule 3 adviser 
                                                             to Hyder) 
                                                             Tel: +44 (0)207 597 4000 
                                                             Christopher Baird 
                                                             James Ireland 
                                                             Josh Levy 
 KPMG LLP (financial adviser to Nippon Koei)                  Numis Securities Limited (broker to Hyder) Tel: +44 
  Tel: +44 (0)207 311 1000                                    (0)207 260 1000 
  Andy Hales                                                  David Poutney 
  Christian Mayo                                              James Serjeant 
  Khush Purewal                                               Stuart Skinner 
  Helen Roxburgh 
 Buchanan (PR adviser to Nippon Koei)                        Citigate Dewe Rogerson (PR adviser to Hyder) 
  Tel: +44 (0)207 466 5057                                    Tel: +44 (0)207 282 2945 
  Richard Darby                                               Tom Baldock 
  Charles Ryland                                              Ginny Pulbrook 
  Helen Chan

Further information

Overseas Shareholders

However, if Bidco elects to implement the Offer by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations to the extent applicable.

Notice to US investors in Hyder

Forward looking statements

No profit forecasts or estimates

Disclosure requirements of the Takeover Code

Publication of this announcement and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nippon Koei's and Hyder's websites at http://www.n-koei.co.jp/english/news/2014/august-1.html(English language) and http://www.n-koei.co.jp/news/2014/140808.html(Japanese language) and www.hyderconsulting.comby no later than 12 noon on 11 August 2014. Nippon Koei will also make a separate formal announcement of the Offer in Tokyo, shortly following the publication of this announcement, which will also be made available on Nippon Koei's website. The contents of Nippon Koei's and Hyder's websites are not incorporated into and do not form part of this announcement.

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Scheme conditions

The Offer will be conditional upon the Scheme becoming unconditional and effective by no later than the Long Stop Date.

   1.         The Scheme will be conditional upon:

(a) its approval by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) representing not less than three-fourths in value of the Scheme Shares, who are on the register of members of Hyder at the Scheme Voting Record Time and who are present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow);

(b) all resolutions necessary to implement the Scheme and approve the Capital Reduction being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow); and

(c) the sanction of the Scheme and the confirmation of the Capital Reduction by the Court with or without modification (but subject to any such modification being acceptable to Bidco and Hyder) on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Bidco and Hyder may agree and the Court may allow) and:

(i) the delivery of office copies of each of the Court Orders and of the requisite statement of capital to the Registrar of Companies; and

(ii) if the Court so orders for it to become effective, the registration of the Reduction Court Order and the statement of capital by the Registrar of Companies.

2. In addition to the conditions set out above, Bidco and Hyder have agreed that, subject to the provisions of paragraph 3, the Offer will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions have been satisfied or waived:

Confirmation of absence of adverse circumstances

(a) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Hyder Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Hyder or because of a change in the control or management of Hyder, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Hyder Group taken as a whole):

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any such member of the Wider Hyder Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member (other than trade creditors in the ordinary and usual course of business),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Hyder Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, would result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (in each case to an extent which is material in the context of the Wider Hyder Group taken as a whole);

Third Party clearances

   (b)        no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having taken, instituted, implemented or threatened in writing any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having formally and irrevocably withdrawn the same), or enacted, made or proposed any statute, regulation, decision or order or having taken any other steps (and, in each case, not having formally and irrevocably withdrawn the same) which would:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider Nippon Koei Group or any member of the Wider Hyder Group of all or a material portion of its business, assets or property or impose any material limitation on its ability to conduct its business or to own any material proportion of its assets or properties;

(ii) require, prevent or materially delay the divestiture by any member of the Wider Nippon Koei Group of any shares or other securities in Hyder;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Nippon Koei Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Hyder Group or to exercise management control over any such member;

(iv) make the Offer or its implementation or the acquisition or proposed acquisition by Bidco or by any member of the Wider Nippon Koei Group of any shares or other securities in, or control of, Hyder void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, prohibit or materially restrain, materially restrict, materially delay or otherwise materially interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith;

(v) require any member of the Wider Nippon Koei Group or the Wider Hyder Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Hyder Group or the Wider Nippon Koei Group owned by any third party (other than in respect of the 'squeeze-out' procedure in accordance with the provisions of Part 28 of the 2006 Act);

(vi) impose any material limitation on the ability of any member of the Wider Hyder Group to co-ordinate its business, or any material part of it, with the businesses of any other members;

(vii) result in any member of the Wider Hyder Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) otherwise materially adversely affect the business, assets, profits or financial or trading position or prospects of any member of the Wider Hyder Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Hyder Shares having expired, lapsed or been terminated;

(c) all material filings or applications which are necessary under any applicable legislation or regulation of any relevant jurisdiction having been made in connection with the Offer and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider Nippon Koei Group of any shares or other securities in, or control of, Hyder and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (together "authorisations") necessary for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Hyder by any member of the Wider Nippon Koei Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Hyder Group has entered into contractual arrangements and all such authorisations together with all authorisations necessary to carry on the business of any member of the Wider Hyder Group remaining in full force and effect and all material filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional in all respects and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in all material respects;

No material transactions, claims or changes in the conduct of the business of the Hyder Group

   (d)        save as Disclosed, no member of the Wider Hyder Group having, since 31 March 2014:

(i) save as between Hyder and wholly-owned subsidiaries of Hyder or for Hyder Shares issued pursuant to the exercise of options granted or awards made under the Hyder Share Incentive Plans, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Hyder and wholly-owned subsidiaries of Hyder or for the grant of options or the making of awards under the Hyder Share Incentive Plans, issued or agreed to issue, authorised or proposed the issue of securities convertible or exchangeable into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Hyder Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise, save for the Hyder Final Dividend;

(iv) save for intra-Hyder Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any of the aforementioned actions, in each case, other than in the ordinary course of business and to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(v) save for intra-Hyder Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Hyder Group transactions or in the ordinary course of business) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(vii) save for intra-Hyder Group transactions, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive of the Wider Hyder Group;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the business of any member of the Wider Hyder Group or the Wider Nippon Koei Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude;

(x) other than in respect of a member of the Wider Hyder Group which was and remains dormant and was solvent at the relevant time, taken any corporate action or had any legal proceedings started or threatened in writing against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues (or any analogous proceedings in any jurisdiction) or had any such person appointed, in each case to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(xi) other than of a nature and to an extent which is normal in the context of the business concerned, entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Hyder Group or the Wider Nippon Koei Group and in each case to an extent which is material in the context of the Wider Hyder Group or the Wider Nippon Koei Group (as applicable) taken as a whole;

(xii) waived or compromised any claim otherwise than in the ordinary course of business and in each case to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

   (xiv)     having made or agreed or consented to any change to:

(I) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Hyder Group for its directors, employees or their dependents;

(II) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(III) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(IV) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, pension arrangements or other benefit relating to the employment or termination of employment of any person employed by the Wider Hyder Group; or

(xvi) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Hyder Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of paragraphs (iii), (iv), (v), (vi) and (vii) of this condition, the term "Hyder Group" shall mean Hyder and its wholly-owned subsidiaries;

No material adverse change

   (e)        save as Disclosed, since 31 March 2014:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Hyder Group to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Hyder Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Hyder Group having been instituted, announced or threatened in writing by or against, or remaining outstanding in respect of, any member of the Wider Hyder Group which in any such case might reasonably be expected to adversely affect any member of the Wider Hyder Group to an extent which is material in the context of the Wider Hyder Group taken as a whole;

(iii) no contingent or other liability (other than trade creditors arising in the ordinary and usual course of business) having arisen which would reasonably be expected to adversely affect any member of the Wider Hyder Group to an extent which is material in the context of the Wider Hyder Group taken as a whole; and

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Hyder Group which is necessary for the proper carrying on of its business and the absence of which would be material in the context of the Wider Hyder Group taken as a whole;

   (f)         save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Hyder Group contained in the information Publicly Announced at any time by or on behalf of any member of the Wider Hyder Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading which misrepresentation or omission is material in the context of the Wider Hyder Group taken as a whole;

(ii) that any member of the Wider Hyder Group or any partnership in which any member of the Wider Hyder Group has a significant economic interest is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Hyder for the year ended 31 March 2014 and which is material in the context of the Wider Hyder Group taken as a whole; and

Environmental liabilities

   (g)        save as Disclosed, Bidco not having discovered that:

(i) any past or present member of the Wider Hyder Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to, or has any actual, contingent, prospective or potential liability in respect of, the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be reasonably expected to give rise to any liability (actual or contingent) on the part of any member of the Wider Hyder Group which is material in the context of the Wider Hyder Group taken as a whole; or

(ii) there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) which is material in the context of the Wider Hyder Group taken as a whole of any past or present member of the Wider Hyder Group to make good, repair, reinstate, decommission or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Hyder Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction.

3. Subject to the requirements of the Panel, Bidco reserves the right to waive, in whole or in part, all or any of the above conditions, save for condition 1 which cannot be waived.

4. Conditions 2(a) to 2(g) (inclusive) must be fulfilled or waived by Bidco, no later than 11.59 p.m. (London time) on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse.

5. Bidco shall be under no obligation to waive or treat as satisfied any of conditions 2(a) to 2(g) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

6. If Bidco is required by the Panel to make an offer for Hyder Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

7. Unless the Panel otherwise consents, the Offer will lapse and the Scheme will not proceed if there is a Phase 2 CMA reference in respect of the Offer (a) before the Court Meeting and the General Meeting or (b) (if Bidco elects to implement the Offer by way of Takeover Offer) before 1.00 p.m. (London time) on the first closing date of the Takeover Offer or the date on which the Takeover Offer becomes or is declared unconditional as to acceptances, whichever is the later.

Part B: Further terms of the Offer

8. Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

9. Hyder Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement, save for the Hyder Final Dividend.

10. Bidco reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Offer, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Bidco may decide) (i) in nominal value of the shares to which such Takeover Offer relates; and (ii) of the voting rights attached to those shares, and that is subject to Bidco and/or (with the consent of the Panel) any members of the Nippon Koei Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Hyder, including, for this purpose, any such voting rights attaching to Hyder Shares that are unconditionally allotted or issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

11. Under Rule 13.5 of the Code, Bidco may not invoke a condition so as to cause the Offer not to proceed, to lapse or any offer to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. Condition 1 and, if applicable, the acceptance condition in any Takeover Offer implemented by Bidco on the basis described in the preceding paragraph, is not subject to this provision of the Takeover Code.

12. The Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out above and in the formal Scheme Document and related Forms of Proxy. The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the UK Listing Authority.

13. Each of the conditions shall be regarded as a separate condition and shall not be limited by reference to any other condition.

Appendix 2

SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1. the value attributed to the fully diluted issued share capital of Hyder is based on 38,919,164 Hyder Shares in issue and 503,764 Hyder Shares to be issued to satisfy the exercise of options or vesting of awards under the Hyder Share Incentive Plans, in each case as at 7 August 2014 being the last practicable dealing date prior to the publication of this announcement;

2. all prices for Hyder Shares have been derived from the Daily Official List and represent Closing Prices on the relevant date(s);

   3.         the market capitalisation of Nippon Koei is derived from data provided by Bloomberg;

4. all share prices expressed in pence have been rounded to the nearest penny and all percentages have been rounded to one decimal place;

5. where amounts are translated from Japanese Yen to sterling in this document, an exchange rate of Yen171.85:GBP1 has been used, as sourced from Bloomberg on 7 August 2014;

6. unless otherwise stated, the financial information relating to Hyder is extracted or derived from the audited consolidated financial statements of Hyder for the relevant years, prepared in accordance with IFRS;

7. unless otherwise stated, the financial information relating to Nippon Koei is extracted or derived from the audited consolidated financial statements of Nippon Koei for the relevant years (original Japanese versions), prepared in accordance with Japanese GAAP and subject to the exchange rate listed above;

8. the Enterprise Value of Hyder is calculated as diluted equity value (based on the fully diluted share capital as set out in paragraph 1 above) plus Hyder's financial net cash of GBP13.2 million and the Acer Group Pension Scheme deficit of GBP21.8 million as at 31 March 2014; and

9. the EBITDA of Hyder excludes acquisition costs, contingent consideration adjustments and exceptional items.

Appendix 3

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

 
 "2006 Act"                                                  the Companies Act 2006, as amended from time to time 
 "Acer Group Pension Scheme"                                 Hyder's principal UK defined benefit scheme, for which 
                                                             the sponsoring employer is Hyder Consulting 
                                                             (UK) Limited 
 "Annual Report and Accounts of Hyder"                       the annual report and audited accounts of Hyder for the 
                                                             year ended 31 March 2014 
 "ARCADIS"                                                   ARCADIS N.V., a public company with limited liability 
                                                             incorporated in the Netherlands, registered 
                                                             with the Dutch Chambers of Commerce under number 
                                                             09051284, and its subsidiary and subsidiary 
                                                             undertakings 
 "ARCADIS Offer"                                             the offer for the entire issued and to be issued ordinary 
                                                             share capital of Hyder announced 
                                                             on 31 July 2014 by ARCADIS UK Investments B.V., a wholly 
                                                             owned subsidiary of ARCADIS N.V., 
                                                             and to be implemented by means of a scheme of arrangement 
                                                             under Part 26 of the 2006 Act 
 "associated undertaking"                                    shall be construed in accordance with paragraph 19 of 
                                                             Schedule 6 to The Large and Medium--sized 
                                                             Companies and Groups (Accounts and Reports) Regulations 
                                                             2008 (SI 2008/410) but for this purpose 
                                                             ignoring paragraph 19(1)(b) of Schedule 6 to those 
                                                             regulations) 
 "Authorisations"                                            authorisations, orders, grants, recognitions, 
                                                             confirmations, consents, licences, clearances, 
                                                             certificates, permissions or approvals 
 "Bidco"                                                     Nippon Koei UK Topco Limited 
 "Business Day"                                              a day, not being a public holiday, Saturday or Sunday, on 
                                                             which clearing banks in London are 
                                                             open for normal business 
 "Capital Reduction"                                         the proposed reduction of Hyder's share capital provided 
                                                             for by the Scheme 
 "Closing Price"                                             the closing middle market price of a Hyder Share as 
                                                             derived from the Daily Official List 
 "Court"                                                     the High Court of Justice in England and Wales 
 "Court Meeting"                                             the meeting of Hyder Shareholders to be convened pursuant 
                                                             to an order of the Court under the 
                                                             2006 Act for the purpose of considering and, if thought 
                                                             fit, approving the Scheme (with or 
                                                             without amendment), including any adjournment thereof 
 "Court Orders"                                              the Scheme Court Order and the Reduction Court Order and 
                                                             "Court Order" means either of them 
 "Daily Official List"                                       means the daily official list of the London Stock 
                                                             Exchange 
 "Disclosed"                                                 information: 
                                                             (a) which has been fairly disclosed in writing by or on 
                                                             behalf of Hyder to Bidco or its advisers 
                                                             prior to the date of this announcement in connection with 
                                                             this announcement; 
                                                             (b) which has been Publicly Announced; 
                                                             (c) which is set out in Hyder's interim management 
                                                             statement issued on 31 July 2014; or 
                                                             (d) set out in this announcement 
 "EBITDA"                                                    earnings before interest, tax, depreciation and 
                                                             amortisation 
 "Effective Date"                                            the date on which the Scheme becomes effective in 
                                                             accordance with its terms 
 "Enterprise Value"                                          calculated as diluted equity value plus financial net 
                                                             debt / (cash) and pension deficit 
 "FCA"                                                       Financial Conduct Authority or its successor from time to 
                                                             time 
 "FCA Handbook"                                              the FCA's Handbook of rules and guidance as amended from 
                                                             time to time 
 "Forms of Proxy"                                            the forms of proxy for use at the Court Meeting and the 
                                                             General Meeting which will accompany 
                                                             the Scheme Document 
 "General Meeting"                                           the general meeting of Hyder Shareholders (including any 
                                                             adjournment thereof) to be convened 
                                                             in connection with the Scheme 
 "Hyder"                                                     Hyder Consulting PLC 
 "Hyder Directors" or "Hyder Board"                          the directors of Hyder 
 "Hyder Final Dividend"                                      the final dividend of 8.5 pence per Hyder Share proposed 
                                                             by the Hyder Directors in Hyder's 
                                                             final results announcement dated 11 June 2014 for the 
                                                             financial year ended 31 March 2014 and 
                                                             which is expected to be paid on or about the date of this 
                                                             announcement to Hyder Shareholders 
                                                             on the register of members of Hyder at 11 July 2014 
 "Hyder Group"                                               Hyder and its subsidiary undertakings and where the 
                                                             context permits, each of them 
 "Hyder Shareholder(s)"                                      holders of Hyder Shares 
 "Hyder Share Incentive Plans"                               (a) the Hyder Consulting PLC Executive Share Option 
                                                             Scheme (2002); and 
                                                             (b) the LTIP 
 "Hyder Share(s)"                                            the fully paid ordinary shares of 10 pence each in the 
                                                             capital of Hyder 
 "IFRS"                                                      international accounting standards and international 
                                                             financial reporting standards and interpretations 
                                                             thereof, approved or published by the International 
                                                             Accounting Standards Board and adopted 
                                                             by the European Union 
 "Investec"                                                  Investec Bank plc 
 "Japanese GAAP"                                             the provisions set forth in the Japanese Financial 
                                                             Instruments and Exchange Act and its related 
                                                             accounting regulations and in accordance with accounting 
                                                             principles generally accepted in 
                                                             Japan 
 "KPMG"                                                      KPMG LLP 
 "London Stock Exchange"                                     the London Stock Exchange plc or its successor 
 "Long Stop Date"                                            5.00 p.m. (London time) on 31 January 2015 (or such later 
                                                             time and/or date as may be agreed, 
                                                             with the consent of the Panel, by Bidco and Hyder and the 
                                                             Court may allow) 
 "LTIP"                                                      Hyder Consulting PLC 2006 Long Term Incentive Plan (as 
                                                             amended) 
 "Nippon Koei"                                               Nippon Koei Co., Ltd 
 "Nippon Koei Group"                                         Nippon Koei and its subsidiary undertakings and where the 
                                                             context permits, each of them 
 "ODA"                                                       Official Development Assistance 
 "Offer"                                                     the recommended cash offer made by Bidco to acquire the 
                                                             entire issued and to be issued ordinary 
                                                             share capital of Hyder to be effected by means of the 
                                                             Scheme (including, where the context 
                                                             so requires, any subsequent revision, variation, 
                                                             extension or renewal thereof) or by the Takeover 
                                                             Offer under certain circumstances described in this 
                                                             announcement 
 "Offer Period"                                              the offer period (as defined by the Takeover Code) 
                                                             relating to Hyder, which commenced on 31 
                                                             July 2014 
 "Official List"                                             the Official List of the FCA 
 "Panel"                                                     the Panel on Takeovers and Mergers 
 "Phase 2 CMA reference"                                     has the same meaning as set out in the Takeover Code 
 "Pounds", "GBP", "sterling", "pence" or "p"                 the lawful currency of the United Kingdom 
 "PRA"                                                       Prudential Regulation Authority or its successor from 
                                                             time to time 
 "Publicly Announced"                                        disclosed: 
                                                             (a) in any public announcement by or on behalf of Hyder 
                                                             to any Regulatory Information Service 
                                                             on or before 5.00 p.m. (London time) on the Business Day 
                                                             immediately before the date of this 
                                                             announcement; or 
                                                             (b) in the Annual Report and Accounts of Hyder 
 "Reduction Court Order"                                     the order of the Court under section 648 of the 2006 Act 
                                                             confirming the Capital Reduction 
 "Reduction Record Time"                                     the time and date specified as such in the Scheme 
                                                             Document, expected to be 6.00 p.m. (London 
                                                             time) on the Business Day immediately preceding the date 
                                                             on which the Reduction Court Order 
                                                             is made 
 "Registrar of Companies"                                    the Registrar of Companies in England and Wales 
 "Regulatory Information Service"                            a regulatory information service as defined in the FCA 
                                                             Handbook 
 "relevant securities"                                       Hyder Shares, other Hyder share capital and any 
                                                             securities convertible into or exchangeable 
                                                             for, and rights to subscribe for, any of the foregoing 
 "Restricted Jurisdiction"                                   any jurisdiction where local laws or regulations may 
                                                             result in a significant risk of civil, 
                                                             regulatory or criminal exposure if information concerning 
                                                             the Offer is sent or made available 
                                                             to Hyder Shareholders in that jurisdiction 
 "Scheme"                                                    the proposed scheme of arrangement under Part 26 of the 
                                                             2006 Act between Hyder and the Hyder 
                                                             Shareholders in connection with the Offer, with or 
                                                             subject to any modification, addition or 
                                                             condition approved or imposed by the Court and agreed to 
                                                             by Hyder and Bidco 
 "Scheme Court Hearing"                                      the hearing of the Court to sanction the Scheme under 
                                                             Part 26 of the 2006 Act 
 "Scheme Court Order"                                        the order of the Court sanctioning the Scheme under Part 
                                                             26 of the 2006 Act 
 "Scheme Document"                                           the document to be sent to Hyder Shareholders containing, 
                                                             amongst other things, the Scheme 
                                                             and the notices convening the Court Meeting and the 
                                                             General Meeting 
 "Scheme Shareholders"                                       holders of Scheme Shares 
 "Scheme Shares"                                             the Hyder Shares: 
                                                             (a) in issue at the date of the Scheme Document; 
                                                             (b) (if any) issued after the date of the Scheme Document 
                                                             and prior to the Scheme Voting Record 
                                                             Time; and 
                                                             (c) (if any) issued at or after the Scheme Voting Record 
                                                             Time but on or before the Reduction 
                                                             Record Time, either on terms that the original or any 
                                                             subsequent holders of such shares are 
                                                             to be bound by the Scheme or in respect of which their 
                                                             holders are, or shall have agreed in 
                                                             writing to be, bound by the Scheme, 
                                                             in each case, other than Hyder Shares (if any) legally or 
                                                             beneficially owned by any member 
                                                             of the Nippon Koei Group 
 "Scheme Voting Record Time"                                 the time and date specified in the Scheme Document by 
                                                             reference to which entitlement to vote 
                                                             on the Scheme will be determined, expected to be 6.00 
                                                             p.m. (London time) on the day which 
                                                             is two days before the Court Meeting or, if the Court 
                                                             Meeting is adjourned, 6.00 p.m. (London 
                                                             time) on the day which is two days before the date of 
                                                             such adjourned Court Meeting 
 "Shareholder Meetings"                                      the Court Meeting and the General Meeting, and 
                                                             "Shareholder Meeting" means either of them 
 "subsidiary" , "subsidiary undertaking" and "undertaking"   shall be construed in accordance with the 2006 Act 
 "Takeover Code"                                             the Takeover Code issued by the Panel on Takeovers and 
                                                             Mergers, as amended from time to time 
 "Takeover Offer"                                            should the Offer be implemented by way of a takeover 
                                                             offer as defined in Chapter 3 of Part 
                                                             28 of the 2006 Act, the takeover offer to be made by or 
                                                             on behalf of Bidco to acquire for 
                                                             cash the entire issued and to be issued ordinary share 
                                                             capital of Hyder including, where the 
                                                             context so requires, any subsequent revision, variation, 
                                                             extension or renewal thereof 
 "Takeover Offer Document"                                   should the Offer be implemented by means of a Takeover 
                                                             Offer, the document to be sent to Hyder 
                                                             Shareholders which will contain, inter alia, the terms 
                                                             and conditions of the Takeover Offer 
 "UK" or "United Kingdom"                                    United Kingdom of Great Britain and Northern Ireland 
 "Volume Weighted Average Price"                             the volume weighted average of the per share trading 
                                                             prices of Hyder Shares on the London 
                                                             Stock Exchange as reported through Bloomberg 
 "Wider Hyder Group"                                         Hyder and associated undertakings and any other body 
                                                             corporate, partnership, joint venture 
                                                             or person in which the Hyder and such undertakings 
                                                             (aggregating their interests) have an interest 
                                                             of more than 20 per cent. of the voting or equity capital 
                                                             or the equivalent 
 "Wider Nippon Koei Group"                                   Nippon Koei Group and associated undertakings and any 
                                                             other body corporate, partnership, joint 
                                                             venture or person in which Nippon Koei and such 
                                                             undertakings (aggregating their interests) 
                                                             have an interest of more than 20 per cent. of the voting 
                                                             or equity capital or the equivalent 
 "Yen" or "Yen"                                              the lawful currency of Japan

All times referred to are London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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