Urs Corporation Recommended Cash Offer For Scott -14-

28th Jun 2010 07:00

| | (i) in issue at the date of | | | the Scheme Document; | | | (ii) (if any) issued after the | | | date of the Scheme Document and | | | prior to the Voting Record Time; | | | and | | | (iii) (if any) issued on or | | | after the Voting Record Time and on | | | or before the Scheme Record Time in | | | respect of which the original or | | | any subsequent holders thereof | | | shall be bound by the Scheme and/or | | | in respect of which the holders | | | thereof are, or shall have agreed | | | in writing to be bound by the | | | Scheme, | | | in each case, other than any Scott | | | Wilson Shares registered in the | | | name of or beneficially held by | | | Universe Bidco or any member of the | | | URS Group and, in each case, | | | excluding any Scott Wilson Shares | | | held in treasury | +-----------------------------+-------------------------------------+ | "Scott Wilson" | Scott Wilson Group plc | +-----------------------------+-------------------------------------+ | "Scott Wilson Employee | each of the following share schemes | | Share Schemes" | operated by Scott Wilson being the | | | Scott Wilson Approved Share Option | | | Scheme, the Scott Wilson Unapproved | | | Share Option Scheme, the Scott | | | Wilson SAYE Share Option Scheme and | | | the Scott Wilson Long Term | | | Incentive Plan | +-----------------------------+-------------------------------------+ | "Scott Wilson Group" | Scott Wilson and its subsidiary | | | undertakings | +-----------------------------+-------------------------------------+ | "Scott Wilson Shareholders" | registered holders of Scott Wilson | | | Shares from time to time | +-----------------------------+-------------------------------------+ | "Scott Wilson Shares" | ordinary shares of 10 pence each in | | | the capital of Scott Wilson | +-----------------------------+-------------------------------------+ | "Securities Act" | United States Securities Act of | | | 1933, as amended, and rules and | | | regulations promulgated thereunder | +-----------------------------+-------------------------------------+ | "Special Resolution" | the special resolution to be | | | proposed at the General Meeting in | | | connection with the Offer | +-----------------------------+-------------------------------------+ | "Statement of Capital" | the statement of capital (approved | | | by the Court) showing with respect | | | to Scott Wilson's share capital, as | | | altered by the Reduction Court | | | Order, the information required by | | | section 649 of the 2006 Act | +-----------------------------+-------------------------------------+ | "subsidiary" | has the meaning ascribed to it in | | | Section 1159 of the 2006 Act | +-----------------------------+-------------------------------------+ | "subsidiary undertaking" | has the meaning ascribed to it in | | | Section 1162 of the 2006 Act | +-----------------------------+-------------------------------------+ | "Substantial Interest" | a direct or indirect interest of 20 | | | per cent. or more of the equity | | | share capital (as defined in the | | | 2006 Act) in a company or | | | undertaking or equivalent | +-----------------------------+-------------------------------------+ | "Superior Proposal" | a proposal or approach from a third | | | party in relation to bona fide | | | Independent Competing Offer which | | | the Scott Wilson directors | | | consider, acting reasonably and in | | | good faith and after consultation | | | with their legal and financial | | | advisers, is able to be announced | | | pursuant to its terms taking into | | | account all financial, regulatory | | | and other aspects of the proposal | | | (including the ability of the | | | proposing party to consummate the | | | transactions contemplated by such | | | proposal) and which, if | | | consummated, would be superior to | | | the terms of the Offer from the | | | point of view of Scott Wilson | | | Shareholders and which the Scott | | | Wilson directors are, therefore, | | | minded to recommend | +-----------------------------+-------------------------------------+ | "Takeover Offer" | means the acquisition of the entire | | | issued and to be issued share | | | capital of Scott Wilson by URS (or | | | its wholly-owned subsidiary | | | undertaking) by means of a takeover | | | offer made pursuant to the City | | | Code | +-----------------------------+-------------------------------------+ | "Third Party" | any central bank, ministry, | | | government, government department, | | | governmental, quasi-governmental | | | (including the European Union), | | | supranational, statutory regulatory | | | or investigative body or authority | | | (including any national or | | | supranational anti-trust or merger | | | control authority), national, | | | state, municipal or local | | | government (including any | | | subdivision, court, administrative | | | agency or commission or other | | | authority thereof), private body or | | | other authority, trade agency, | | | association, institution or | | | professional or environmental body | | | in any relevant jurisdiction, | | | including for the avoidance of | | | doubt, the Panel | +-----------------------------+-------------------------------------+ | "UK Listing Authority" | the Financial Services Authority | | | acting in its capacity as the | | | competent authority for listing | | | under the Financial Services and | | | Markets Act 2000 | +-----------------------------+-------------------------------------+ | "UK" or "United Kingdom" | the United Kingdom of Great Britain | | | and Northern Ireland | +-----------------------------+-------------------------------------+ | "URS" | URS Corporation and/or, if the | | | context so requires Universe Bidco, | | | its wholly owned subsidiary | | | undertaking which will make the | | | Offer; | +-----------------------------+-------------------------------------+ | "Universe Bidco" | Universe Bidco Limited | +-----------------------------+-------------------------------------+ (MORE TO FOLLOW) Dow Jones Newswires June 28, 2010 02:00 ET (06:00 GMT)