TIDMWYG
RNS Number : 6789D
WYG Plc
27 June 2019
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
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 June 2019
RECOMMENDED CASH OFFER
for
WYG PLC ("WYG" or the "COMPANY")
by
TETRA TECH UK HOLDINGS LIMITED ("TETRA TECH")
a wholly-owned subsidiary of Tetra Tech, Inc.
RESULTS OF SHAREHOLDER MEETINGS
WYG is pleased to announce that at the Court Meeting and the
General Meeting of WYG Shareholders held earlier today in
connection with the recommended cash offer for the Company by Tetra
Tech UK Holdings Limited ("Tetra Tech"), a wholly-owned subsidiary
of Tetra Tech, Inc., to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), the resolutions proposed were duly passed. Full details
of the resolutions are set out in the notices of the Court Meeting
and the General Meeting contained in the circular to WYG
Shareholders dated 3 June 2019 (the "Scheme Document").
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted and were entitled to vote (either in person
or by proxy) and who together represented over 75 per cent. by
value of the votes cast, voted in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the
General Meeting, the special resolution to provide for the
implementation of the Scheme was also passed by the requisite
majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Results of the Number of Scheme % of Scheme Number of Scheme % of Scheme Number of Scheme
Court Meeting Shares voted Shares voted Shareholders who Shareholders who Shares voted as
voted voted a percentage of
issued ordinary
share capital
entitled to
vote on the
Scheme
FOR 58,758,183 99.99% 97 95.10% 80.12%
------------------ ------------------ ------------------ ------------------ -----------------
AGAINST 6,006 0.01% 5 4.90% 0.01%
------------------ ------------------ ------------------ ------------------ -----------------
TOTAL 58,764,189 100% 102 100% 80.13%
------------------ ------------------ ------------------ ------------------ -----------------
GENERAL MEETING
The voting on the special resolution to provide for the
implementation of the Scheme, the amendment to the Company's
articles of association and, subject to the Scheme becoming
effective in accordance with its terms, the re-registration of the
Company as a private limited company was taken on a poll and the
results were as follows:
Number of votes: For: 58,795,151 (99.99%); Against: 6,256
(0.01%).
Votes lodged to be cast at the Chairman's discretion have been
included in the 'Votes for' figures.
As at 26 June 2019, there were 73,335,165 ordinary shares in
issue. Votes withheld are not votes in law and so have not been
included in the calculation of the proportion of votes for and
against a resolution.
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing which is expected to take place on 5
July 2019.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Tetra Tech
Jim Wu, Investor Relations Tel: +(1) (626) 470
2844
Perella Weinberg Partners (Financial adviser
to Tetra Tech)
Christopher Mead Tel: +(1) (424) 330
3000
Matthew Smith 020 7268 2800
WYG
Douglas McCormick, Chief Executive Officer Tel: 020 7250 7731
N+1 Singer (Financial adviser under Rule 3
of the Code and broker to WYG)
Sandy Fraser Tel: 020 7496 3000
Rachel Hayes
Justin McKeegan
MHP Communications (Public relations adviser
to WYG)
Katie Hunt Tel: 020 3128 8100
Ollie Hoare
Peter Lambie
IMPORTANT NOTICES
Perella Weinberg Partners UK LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Tetra Tech and for no one else in connection with the
Acquisition or other matters referred to in this announcement and
will not be responsible to anyone other than Tetra Tech for
providing the protections afforded to its clients nor for providing
advice in relation to the Acquisition, the contents of this
announcement or any other matters set out in this announcement.
N+1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as financial
adviser under Rule 3 of the Code and broker to WYG in connection
with the matters set out in this announcement and for no one else
and will not be responsible to anyone other than WYG for providing
the protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
Publication on websites and availability of hard copies
A copy of this announcement is available free of charge on WYG's
website at www.wyg.com/investors and Tetra Tech, Inc.'s website at
www.tetratech.com/investors.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
WYG Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement by contacting by
contacting N+1 Singer on +44 (0)20 7496 3000 or, in writing, at 1
Bartholomew Lane, London EC2N 2AX. A hard copy of this announcement
will not be sent unless so requested. A person so entitled may also
request that all future documents, announcements and information to
be sent to them in relation to the Acquisition should be in hard
copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMPGUCUQUPBGGM
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