Sunday, 17 February 2019


SHINTR: OIC: SPH - WSP Global Inc. and WSP NZ Acquisition Limited (WSP)

08 Dec 2017 09:03NZX
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013

To  NZX Limited
To Opus International Consultants Limited (Opus)

Relevant event being disclosed: Change in nature of relevant interest

Date of relevant event: 4 December 2017

Date this disclosure made: 8 December 2017

Date last disclosure made: 28 November 2017

Substantial product holder(s) giving disclosure
Full name(s): WSP Global Inc. and WSP NZ Acquisition Limited (WSP)

Summary of substantial holding
Class of quoted voting products: Ordinary shares in Opus

International Consultants Limited (NZX Code: OIC)
Summary for WSP Global Inc. and WSP

For this disclosure,--
(a) total number held in class: 144,220,268
(b) total in class: 147,884,935
(c) total percentage held in class: 97.522%

For last disclosure,--
(a) total number held in class: 143,332,764
(b) total in class: 147,884,935
(c) total percentage held in class: 96.922%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:
On 1 September 2017, WSP despatched a full takeover offer under the Takeovers
Code dated 30 August 2017 to purchase all of the ordinary shares (Shares) in
Opus at $1.78 per Share (the Offer).  On 13 September 2017, WSP agreed to
vary its Offer pursuant to Rule 27 of the Takeovers Code to increase the
Offer price to $1.85 per Share and to allow Opus to declare an additional
cash dividend of $0.07 per Share (plus any available imputation credits) (the
Additional Dividend).  In accordance with clause 4.1 of the Offer Document,
the consideration payable by WSP to each accepting Opus shareholder will then
reduce by an amount equal to the Additional Dividend (i.e. from $1.85 to

On 27 November 2017, WSP declared the Offer unconditional.  At 11:59pm on 27
November 2017, the offer period for the Offer ended, meaning the Offer was no
longer capable of acceptance.  On 4 December 2017, WSP paid those Opus
shareholders who accepted the Offer before it ended (being 144,220,268 Shares
for an aggregate price of $256,712,077.04 at the varied Offer price, adjusted
for the Additional Dividend, of $1.78 per Share).  On 7 December 2017, WSP
became aware that it had been recorded as the holder of those Shares on Opus''
share register.

Details after relevant event
Details for WSP Global Inc. and WSP
Nature of relevant interest(s): Registered holder and beneficial owner.

For that relevant interest,--
(a) number held in class: 144,220,268
(b) percentage held in class: 97.522%
(c) current registered holder(s): WSP
(d) registered holder(s) once transfers are registered: N/A

Additional information
Address(es) of substantial product holder(s):
WSP Global Inc: 16-1600 Rene-Levesque Blvd. West, Montreal, Quebec H3H 1P9,
WSP: Level 35, ANZ Centre, 23 Albert Street, Auckland, 1010, New Zealand

Contact details: Steeve Robitaille (Executive Vice-President, Mergers and
Acquisitions and Chief Legal Officer), Phone: 00-1-438-843-7995, Email:

Nature of connection between substantial product holders: WSP is an indirect
wholly-owned subsidiary of WSP Global Inc.  Accordingly, as related bodies
corporate (as that term is defined in section 12 of the Financial Markets
Conduct Act 2013), WSP Global Inc. and WSP have the same relevant interests
in the Shares as each other pursuant to section 237 of the Financial Markets
Conduct Act 2013.

Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: Not

I, Steeve Robitaille, certify that, to the best of my knowledge and belief,
the information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00311630 For:OIC    Type:SHINTR     Time:2017-12-08 09:03:11
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