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
and
To Opus International Consultants Limited (Opus)
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 4 January 2018
Date this disclosure made: 4 January 2018
Date last disclosure made: 22 December 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: 147,884,935
(b) total in class: 147,884,935
(c) total percentage held in class: 100.000%
For last disclosure,--
(a) total number held in class: 145,954,042
(b) total in class: 147,884,935
(c) total percentage held in class: 98.694%
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
$1.78).
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 sent an acquisition notice to the outstanding Opus
shareholders pursuant to the Takeovers Code. At 11.59pm on 3 January 2018,
the period for the outstanding Opus shareholders to return the transfer
instrument which accompanied the acquisition notice ended. In the period
between 22 December and the date of this notice, WSP received returned
transfer instruments in respect of 783,205 Shares for an aggregate price of
$1,394,104.90 (at the varied Offer price, adjusted for the Additional
Dividend, of $1.78 per Share). On 4 January 2018, WSP became aware that it
had been recorded as the holder of those Shares on Opus'' share register.
As the compulsory acquisition process pursuant to the Takeovers Code has
concluded, WSP will also become the registered holder and beneficial owner in
respect of the outstanding 1,147,688 Shares upon settlement occurring on 11
January 2018. Accordingly, WSP will:
o pay the aggregate consideration of $455,251.02 (at the varied Offer
price, adjusted for the Additional Dividend, of $1.78 per Share) in respect
of the 255,759 Shares which WSP received a transfer instrument for prior to
11.59pm on 3 January 2018; and
o deposit the aggregate consideration of $1,587,633.62 (at the varied
Offer price, adjusted for the Additional Dividend, of $1.78 per Share) for
the 891,929 Shares for which it did not receive an executed transfer
instrument to be held on trust for those non-accepting Opus shareholders in
accordance with the Takeovers Code.
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: 146,737,247
(b) percentage held in class: 99.224%
(c) current registered holder(s): WSP
(d) registered holder(s) once transfers are registered: N/A
Nature of relevant interest(s): Power to acquire financial products. Upon
settlement occurring (as described above), WSP will become the registered
holder and beneficial owner of 1,147,688 Shares.
For that relevant interest,--
(a) number held in class: 1,147,688
(b) percentage held in class: 0.776%
(c) current registered holder(s): Opus Shareholders
(d) registered holder(s) once transfers are registered: WSP
Additional information
Address(es) of substantial product holder(s):
WSP Global Inc: 16-1600 Rene-Levesque Blvd. West, Montreal, Quebec H3H 1P9,
Canada
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:
Steve.Robitalle@wsp.com
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
applicable.
Certification
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:00312713 For:OIC Type:SHINTR Time:2018-01-04 15:18:19