Urs Corporation Recommended Cash Offer For Scott -11-

28th Jun 2010 07:00

pension schemes; or +-----+-----------------------------------------+ | (B) | any change to the trustees of such | | | pension arrangements, including the | | | appointment of a trust corporation; or | +-----+-----------------------------------------+ | (C) | any transaction, arrangement, contract | | | or commitment which has the effect of | | | increasing the liabilities of the Scott | | | Wilson Group in respect of its pension | | | arrangements, such increase in | | | liabilities being material in the | | | context of the Scott Wilson Group taken | | | as a whole; or | +-----+-----------------------------------------+ (xvi) other than as required by the implementation of the Scheme or the Offer, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Scott Wilson Group which, in each case, is material in the context of the Scott Wilson Group taken as a whole; or (xvii) entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3(f); (g) since the Accounting Date, and except as Disclosed: (i) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider Scott Wilson Group or to which any member of the Wider Scott Wilson Group is or may become a party (whether as claimant, defendant or otherwise) in any case which is material in the context of the Scott Wilson Group taken as a whole; or (ii) no adverse change or deterioration having occurred in the business, assets, financial or trading position or prospects, assets or profits of any member of the Wider Scott Wilson Group which is material in the context of the Scott Wilson Group taken as a whole; or (iii) no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Scott Wilson Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider Scott Wilson Group which in any such case is material in the context of the Scott Wilson Group taken as a whole; or (iv) no member of the Wider Scott Wilson Group having conducted its business in breach of any applicable laws and regulations (including, without limitation, any applicable anti-corruption and/or anti-bribery laws and conventions) in any material respect which in any case is material in the context of the Scott Wilson Group taken as a whole; or (v) no contingent or other liability of any member of the Wider Scott Wilson Group having arisen or become apparent or increased which is material in the context of the Scott Wilson Group taken as a whole; or (vi) no steps having been taken which are likely to result in the withdrawal (without replacement), cancellation or termination of any licence, permit, authorisation or consent held by any member of the Wider Scott Wilson Group which is material in the context of the Scott Wilson Group taken as a whole; (h) URS not having discovered except to the extent otherwise Disclosed: (i) that any financial or business or other information concerning the Wider Scott Wilson Group is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to URS to an extent which in any case is material in the context of the Wider Scott Wilson Group taken as a whole; or (ii) that any member of the Wider Scott Wilson Group is subject to any liability (actual or contingent) and which in any case is material in the context of the Scott Wilson Group taken as a whole. B. Certain further terms of the Offer Conditions 3(a) to 3(h) (inclusive) must each be fulfilled, determined by URS to be or to remain satisfied or (if capable of waiver) be waived by no later than the time immediately prior to the Scheme Hearing, failing which the Scheme will lapse. Notwithstanding the paragraph above, subject to the requirements of the Panel, URS reserves the right in its sole discretion to waive all or any of Conditions 3(a) to 3(h) (inclusive), in whole or in part. URS shall be under no obligation to waive (if capable of waiver) or to determine to be satisfied, or to treat as fulfilled, any of the Conditions 3(a) to 3(h) (inclusive) by a date earlier than that date specified above for the fulfilment thereof notwithstanding that some of the other Conditions 3(a) to 3(h) (inclusive) may at some 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. URS reserves the right to elect to implement the Offer by way of a Takeover Offer (as defined in section 974 of the 2006 Act), subject to the Panel's consent. In such event, such Takeover Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such percentage (being more than 50 per cent.) as URS may decide (in each case, subject to the Panel's consent)) of the shares to which such Takeover Offer relates, so far as applicable, as those which would apply to the Scheme. If the Panel requires URS to make an offer or offers for any Scott Wilson Shares under the provisions of Rule 9 of the City Code, URS may make such alterations to the Conditions, including Condition 1, as are necessary to comply with the provisions of that Rule. The Offer will be on the terms and will be subject to, amongst others, the conditions which will be set out in the Scheme Document and such further terms as may be required to comply with the Listing Rules and the provisions of the City Code. The Offer will lapse and the Scheme will not proceed (unless the Panel otherwise consents) if (i) the Office of Fair Trading makes a reference to the Competition Commission or (ii) the Transaction is referred under Article 22 of the Regulation to the European Commission and the European Commission initiate proceedings under Article 6(1)(c) of the Regulation in each case before the date of the Court Meeting. Save to the extent cancelled pursuant to the Scheme, the Scott Wilson Shares will be acquired by URS fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this Announcement. The Offer and the Scheme and any forms of proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The City Code applies to the Offer. 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. Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition. APPENDIX II BASES AND SOURCES AND OTHER INFORMATION The value attributed to the entire issued and to be issued share capital of Scott Wilson is based upon the aggregate of (i) that number of Scott Wilson Shares in issue as at close of business on 25 June 2010, being 73,595,034; and (ii) an additional 3,076,882 Scott Wilson Shares issuable on the exercise of share options (including those options relating to the Scott Wilson Long Term Incentive Plan) and certain deferred consideration shares issuable in respect of the acquisition of Roscoe Postle Associates, Inc. as at 25 June 2010. The financial information relating to Scott Wilson has been extracted or provided (without material adjustment) from the audited preliminary statement of results of Scott Wilson for the 52 weeks ended 2 May 2010. The financial information relating to URS has been extracted or provided (without material adjustment) from the audited consolidated financial statements of URS for the year ended 1 January 2010. All prices for Scott Wilson Shares have been derived from the Daily Official List and represent the Closing Price on the relevant date (sourced from FactSet). APPENDIX III DETAILS OF IRREVOCABLE UNDERTAKINGS The following directors of Scott Wilson have given irrevocable undertakings (i) to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting; and (ii) if the Offer is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by URS: +--------------------+----------------------+--------------------+ | Name | Number of Scott |Per cent. of Scott | | | Wilson Shares | Wilson's Issued | | | | Share Capital | +--------------------+----------------------+--------------------+ | Geoffrey French | 736,923 | 1.00 per cent. | (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)