Urs Corporation Recommended Cash Offer For Scott -13-

28th Jun 2010 07:00

+-----------------------------+-------------------------------------+ | "Implementation Agreement" | the agreement containing certain | | | obligations and commitments in | | | relation to the implementation of | | | the Offer entered into by Universe | | | Bidco, URS and Scott Wilson on 28 | | | June 2010 as more particularly | | | described in paragraph 17 of the | | | Announcement | +-----------------------------+-------------------------------------+ | "Independent Competing | an offer, tender offer, scheme of | | Offer" | arrangement, recapitalisation, | | | merger or business combination or | | | other transaction (whether or not | | | subject to any preconditions) which | | | is to be made or entered into by a | | | party which is not an associate (as | | | defined in the Code) of URS and the | | | purpose of which is to acquire a | | | majority of the ordinary shares of | | | Scott Wilson or all or a | | | significant part of the | | | undertaking, assets and/or business | | | of Scott Wilson | +-----------------------------+-------------------------------------+ | "Inducement Fee Letter" | the agreement containing certain | | | undertakings from Scott Wilson to | | | URS entered into on 15 June 2010, | | | as more particularly described in | | | paragraph 16 of the Announcement | +-----------------------------+-------------------------------------+ | "Listing Rules" | the listing rules of the UK Listing | | | Authority (as amended from time to | | | time) made pursuant to Part 5 of | | | FSMA | +-----------------------------+-------------------------------------+ | "London Stock Exchange" | London Stock Exchange plc | +-----------------------------+-------------------------------------+ | "Loan Note Alternative" | the alternative available under the | | | Scheme whereby Scheme Shareholders | | | (other than Restricted Overseas | | | Persons) may elect, subject to | | | certain limitations and conditions | | | as shall be set out in the Scheme | | | Document, to receive Loan Notes | | | instead of all or part of the cash | | | consideration to which they would | | | otherwise be entitled pursuant to | | | the Scheme | +-----------------------------+-------------------------------------+ | "Loan Notes" | the loan notes to be issued by | | | Universe Bidco pursuant to the Loan | | | Note Alternative | +-----------------------------+-------------------------------------+ | "Meetings" | the Court Meeting and the General | | | Meeting | +-----------------------------+-------------------------------------+ | "Offer" | the proposed acquisition of the | | | entire issued and to be issued | | | share capital of Scott Wilson | | | (other than Scott Wilson Shares | | | already held by URS, if any) to be | | | implemented by way of (i) the | | | Scheme or (ii) a Takeover Offer as | | | the case may be | +-----------------------------+-------------------------------------+ | "Panel" | the Panel on Takeovers and Mergers | +-----------------------------+-------------------------------------+ | "Reduction Court Order" | the order of the Court confirming | | | the Capital Reduction | +-----------------------------+-------------------------------------+ | "Reduction Hearing" | the hearing at which Court | | | confirmation of the Capital | | | Reduction will be sought | +-----------------------------+-------------------------------------+ | "Registrar of Companies" | the Registrar of Companies for | | | England and Wales | +-----------------------------+-------------------------------------+ | "Regulatory Information | one of the regulatory information | | Service" | services authorised by the UK | | | Listing Authority to receive, | | | process and disseminate regulatory | | | information from listed companies | +-----------------------------+-------------------------------------+ | "Restricted Overseas | means: | | Persons" | (i) a U.S. person as defined | | | in Regulation S under the | | | Securities Act; | +-----------------------------+-------------------------------------+ | | (ii) person (including an | | | individual partnership, | | | unincorporated syndicate, limited | | | liability company, unincorporated | | | organisation, trust, trustee, | | | executor, administrator or other | | | legal representative) in or | | | resident in, or any person URS | | | reasonably believes to be in or | | | resident in Australia, Canada, | | | Japan (or any custodian, nominee or | | | trustee for such person); and | +-----------------------------+-------------------------------------+ | | (iii) any person who is deemed | | | not to have made a valid election | | | for the Loan Note Alternative in | | | accordance with the terms set out | | | in the Scheme Document | +-----------------------------+-------------------------------------+ | "Scheme" or "Scheme of | the scheme of arrangement proposed | | Arrangement" | to be made under Part 26 of the | | | 2006 Act between Scott Wilson and | | | the Scheme Shareholders, with or | | | subject to any modification, | | | addition or condition approved or | | | imposed by the Court and agreed to | | | by Scott Wilson and URS | +-----------------------------+-------------------------------------+ | "Scheme Court Order" | the order of the Court sanctioning | | | the Scheme under Section 899 of the | | | 2006 Act | +-----------------------------+-------------------------------------+ | "Scheme Document" | the document containing and setting | | | out, amongst other things, the full | | | terms and conditions of the Scheme | | | and containing the notices | | | convening the Meetings | +-----------------------------+-------------------------------------+ | "Scheme Hearing" | the hearing at which the Court's | | | sanction of the Scheme will be | | | sought | +-----------------------------+-------------------------------------+ | "Scheme Record Time" | 6.00 p.m. on the Business Day | | | immediately before the Reduction | | | Hearing | +-----------------------------+-------------------------------------+ | "Scheme Shareholders" | the registered holders of Scheme | | | Shares | +-----------------------------+-------------------------------------+ | "Scheme Shares" | all Scott Wilson Shares which are: | (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)