Friday, 23 February 2018

Announcement

TRANSACT: OIC: Notice Pursuant to Rule 54 of the Takeovers Code

04 Dec 2017 14:25NZX
4 December 2017

To: The outstanding shareholders of Opus International Consultants Limited

ACQUISITION NOTICE PURSUANT TO RULE 54 OF THE TAKEOVERS CODE

BACKGROUND

WSP NZ Acquisition Limited (WSP), a wholly owned subsidiary of WSP Global
Inc., made a full offer under the Takeovers Code (Code) to acquire 100% of
the fully paid ordinary shares (Shares) in Opus International Consultants
Limited (Opus) dated 30 August 2017 (the Offer) at a price of $1.78 per
Share. The offer period for the Offer closed at 11:59pm on 27 November 2017.

On 13 September 2017, WSP increased the consideration payable per Share from
$1.78 to $1.85 to allow Opus to declare an additional dividend of 7 cents per
Share. Following and as a consequence of the payment of this additional
dividend on 27 September 2017, the cash consideration payable by WSP reduced
to $1.78 per Share in accordance with clause 4.1 of the Offer document.

On 4 December 2017, WSP became the holder or controller of 90% or more of the
voting rights in Opus. Accordingly, on that day WSP announced that it had
become a "dominant owner" of Opus for the purposes of the compulsory
acquisition provisions contained in Part 7 of the Code.

WSP is now exercising its compulsory acquisition rights under Part 7 of the
Code. The consideration payable is $1.78 per Share.

RETURN OF TRANSFER FORM

This notice is accompanied by an instrument of transfer (the Transfer Form).

You may return the completed Transfer Form by email, mail, delivery or fax,
to the following addresses, so as to be received by WSP by no later than
11:59pm on 3 January
2018 (being 21 days after the date on which this notice is sent, calculated
in accordance with the Code requirements):

Email
You may scan and email a copy of your completed Transfer Form to WSP at:
WSP NZ Acquisition Limited
c/- Computershare Investor Services Limited
wspacceptances@computershare.co.nz

Mail:
WSP NZ Acquisition Limited
c/- Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand

Delivery:
WSP NZ Acquisition Limited
Level 2 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand

Fax:
WSP NZ Acquisition Limited
c/- Computershare Investor Services Limited
+64 9 488 8787

PAYMENT OF CONSIDERATION
If you return the completed Transfer Form to WSP by 11:59pm on 3 January
2018, WSP will, in accordance with your preference indicated on the Transfer
Form, send you a cheque or alternatively arrange for you to be sent payment
by way of an electronic transfer within 7 days after WSP receives your
Transfer Form.

If you do not return the completed Transfer Form to WSP by 11:59pm on 3
January 2018, then WSP will, on or before 10 January 2018 (being 7 days after
the expiry of the 21 day period referred to above):

(a) deliver to Opus the consideration of $1.78 per Share (as adjusted for the
additional dividend as noted above) for all Shares in respect of which a
Transfer Form has not been returned to WSP; and

(b) send to Opus an instrument of transfer for those Shares, executed on
behalf of the holders of those Shares by WSP or its agent (as WSP is required
to do under the Code).

Any consideration received by Opus must be held by Opus in an interest
bearing trust account with a registered bank in trust for the relevant Opus
shareholder until it is claimed. Those Opus shareholders for whom the
consideration relating to their Shares is paid to Opus may claim that
consideration directly from Opus.

INFORMATION REQUIRED BY RULE 55 OF THE CODE
The details required to be included in this notice by Rule 55 of the Code are
set out as follows:

(a) WSP holds or controls 90% or more of the voting rights in Opus;

(b) all outstanding Opus shareholders must sell their Shares in Opus to WSP;

(c) the consideration to be provided for the outstanding Shares is $1.78 per
share (as adjusted for the additional dividend as noted above), which is the
same as consideration payable by WSP under the Offer;

(d) the rights of all outstanding Opus shareholders are set out above;

(e) the date on which this notice is sent to the outstanding Opus
shareholders is 4 December 2017;

(f) this notice is accompanied by a Transfer Form for the transfer to WSP of
all of the Opus Shares held by you; and

(g) the accompanying Transfer Form must be completed and returned to one of
the above addresses so as to be received by WSP no later than 11:59pm on 3
January 2018.

Yours faithfully,
WSP NZ Acquisition Limited
Director
WSP NZ Acquisition Limited
End CA:00311374 For:OIC    Type:TRANSACT   Time:2017-12-04 14:25:48
Views: 77
Opus International Consultants
 1.810 Change:
0.00
0.00%
 
Open:1.810 
High:1.810 
Low:1.810 
Volume:0 
Last Traded:10/01/18 00:19:58 
Bid:1.700 
Ask:1.800 
52-Wk High:1.890 
52-Wk Low:0.920