Urs Corporation Recommended Increased Cash Offer -2-

30th Jun 2010 17:24

6. Structure of the Increased Offer It is intended that the Increased Offer will be implemented by Universe Bidco, a wholly-owned subsidiary of URS and effected by way of a court-sanctioned scheme of arrangement between Scott Wilson and the Scheme Shareholders under Part 26 of the 2006 Act. The procedure involves, amongst other things, an application by Scott Wilson to the Court to sanction the Scheme and to confirm the cancellation of all the Scheme Shares, in consideration for which the Scheme Shareholders will receive cash on the basis set out in paragraph 1 above. The cancellation of the Scheme Shares and the subsequent issue of new Scott Wilson Shares to Universe Bidco provided for in the Scheme will result in Scott Wilson becoming a wholly-owned subsidiary of URS. The Increased Offer and the implementation of the Scheme will be subject to the Conditions set out in the Original Offer Announcement and the full terms and conditions to be set out in the Scheme Document. To become effective, the Scheme will require, amongst other things, the following events to occur on or before 29 October 2010 or such later date as URS and Scott Wilson agree: · the Scheme being approved by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment thereof) representing three-quarters or more in value of the Scheme Shares voted; · the Special Resolution in connection with and required to implement the Scheme (including appropriate amendments to the articles of association of Scott Wilson) being duly passed by Scott Wilson Shareholders representing not less than 75 per cent. of the votes cast at the General Meeting (or at any adjournment thereof); and · the Court sanctioning the Scheme (with or without modification, on terms agreed by URS and Scott Wilson) and confirming the associated Capital Reduction and office copies of the Court Orders and the Statement of Capital being delivered to the Registrar of Companies. Upon the Scheme becoming effective: · it will be binding on all Scott Wilson Shareholders, irrespective of whether 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 · share certificates in respect of the Scott Wilson Shares will cease to be valid and entitlements to Scott Wilson Shares held within the CREST system will be cancelled. If the Scheme does not become effective on or before 29 October 2010, it will lapse and the Increased Offer will not proceed (unless the Panel otherwise consents). The Scheme Document containing details of the Scheme and notices of the Court Meeting and the General Meeting, together with the forms of proxy, will be posted to Scott Wilson Shareholders, and, for information only, to participants in the Scott Wilson Employee Share Schemes as soon as practicable (and, in any event within 28 days of this announcement, unless otherwise agreed with the Panel). It is expected that the Court Meeting and the General Meeting to approve the Increased Offer will be held on or about 30 July 2010. Subject to approval of the Scott Wilson Shareholders and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective on or around 10 September 2010. Universe Bidco may elect, with the Panel's consent if required, to implement the Increased Offer by way of a Takeover Offer. In this event, that 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. The directors of Scott Wilson have confirmed that, in the event that the Increased Offer is implemented by way of a Takeover Offer, they will recommend, subject to their fiduciary and statutory duties, on a unanimous and unqualified basis, that Scott Wilson Shareholders accept the Increased Offer. They have also irrevocably undertaken to accept any Takeover Offer made by URS in respect of their entire beneficial holdings of Scott Wilson Shares and those of their family members (representing approximately 2.04 per cent. of Scott Wilson's existing issued share capital). 7. Disclosure of interests in Scott Wilson Except for the irrevocable undertakings referred to in paragraph 4 above, as at 30 June 2010 (the latest practicable date prior to the date of this announcement), neither URS, nor any of the directors of URS or any member of the URS Group, nor, so far as the directors of URS are aware, any person acting in concert with URS for the purposes of the Increased Offer has any interest in, right to subscribe for, or has borrowed or lent any Scott Wilson Shares or securities convertible or exchangeable into Scott Wilson Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or right to subscribe for or purchase the same or hold any options (including traded options) in respect of or has any right to acquire any Scott Wilson Shares or derivatives that have reference to Scott Wilson Shares ("Scott Wilson Securities"), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relation to Scott Wilson Securities. For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Scott Wilson Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, URS has not made any enquiries in respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any material disclosure in respect of such parties will be included in the Scheme Document. 8. Scott Wilson issued share capital In accordance with Rule 2.10 of the Code, Scott Wilson confirms that it has 73,595,034 Scott Wilson Shares in issue. The International Securities Identification Number for Scott Wilson Shares is GB00B0WM2V87. 9. General The Increased Offer will comply with, and the Scheme will be subject to, the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales and the Conditions and further terms set out in Appendix I to the Original Offer Announcement and to the full terms and Conditions to be set out in the Scheme Document. Appendix I to this announcement contains the bases and sources of certain information contained in this announcement. Appendix II to this announcement provides details of the irrevocable undertakings received by URS. In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on the following websites: www.urscorp.com and www.scottwilson.com. Enquiries: +---------------------------------+---------------------------------+ | URS | | +---------------------------------+---------------------------------+ | Tom Hicks | +44 (0) 20 7638 9571 | +---------------------------------+---------------------------------+ | DC Advisory Partners (lead financial adviser to URS) | +-------------------------------------------------------------------+ | Andrew Cunningham | +44 (0) 20 7856 0903 | | Sam Barnett | +44 (0) 20 7856 0921 | | | | +---------------------------------+---------------------------------+ | Citi (financial adviser to URS) | +-------------------------------------------------------------------+ | Wes Walraven | +1 (213) 833 2347 | | Dimitrios Georgiou | +44 (0) 20 7986 7535 | | | | +---------------------------------+---------------------------------+ | Citigate Dewe Rogerson (public relations adviser to URS) | +-------------------------------------------------------------------+ | Toby Mountford | +44 (0) 20 7638 9571 | | | +44 (0) 20 7638 9571 | | Patrick Donovan | +44 (0) 20 7638 9571 | | | | | Grant Ringshaw | | | | | +---------------------------------+---------------------------------+ | Scott Wilson | +-------------------------------------------------------------------+ | Geoff French | +44 (0) 1256 310 200 | | | +44 (0) 1256 310 200 | | Hugh Blackwood | | | | | +---------------------------------+---------------------------------+ (MORE TO FOLLOW) Dow Jones Newswires June 30, 2010 12:24 ET (16:24 GMT)