CSG.L Regulatory News (CSG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER FOR

SWEETT GROUP PLC ("Sweett" or the "Company")

BY

WSP GLOBAL INC. ("WSP")

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act

POSTING OF SUPPLEMENTARY CIRCULAR

21 June 2016

On 25 May 2016, the boards of Sweett and WSP jointly announced the recommended cash offer by WSP of the entire issued and to be issued share capital of Sweett (the "Acquisition"). As outlined in that Announcement, the Acquisition is to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 8 June 2016, the Company sent a circular to Sweett Shareholders (the "Scheme Document") setting out, among other things, details of the Acquisition, the full terms and conditions of the Scheme and an Explanatory Statement, together with the action to be taken by Sweett Shareholders. The Scheme Document also contained notices convening the Court Meeting and General Meeting, both of which are scheduled to be held at Kingsway Hall Hotel, 66 Great Queen Street, Covent Garden, London, WC2B 5BX on Wednesday 29 June 2016 at 10.00 a.m. and 10.15 a.m. respectively.

Publication of a supplementary circular

The Board of Sweett now announces that a supplementary circular relating to the Acquisition (the "Supplementary Circular") is being posted today to Sweett Shareholders. The purpose of the Supplementary Circular is to provide clarification of the terms of the irrevocable undertakings given by certain of the Sweett Shareholders, as referred to in the Announcement and in paragraph 4 of Part 7 of the Scheme Document and, where relevant, the circumstances in which the obligation to vote in favour of the Scheme or the Special Resolution to be proposed at the General Meeting falls away in respect of a higher competing offer. In addition, the Supplementary Circular provides details of additional undertakings contained in the irrevocable undertakings, which restricts those giving the undertakings from taking certain actions in respect of their Sweett Shares and provides an update to Sweett Shareholders of further developments in respect of the Company's discussions with its bankers.

A copy of the Supplementary Circular will also be made available (subject to certain access restrictions relating to persons resident in Restricted Jurisdictions) on WSP's website at www.wsp-pb.com and Sweett's website at www.sweettgroup.com/investors by no later than 12.00 noon (London time) on 22 June 2016.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Update on Close Asset Management Holdings Limited ("CAMHL") irrevocable undertaking

Following the sale of 11,927 Sweett Shares, in aggregate, by CAMHL, the number of Sweett Shares over which CAMHL has provided an irrevocable undertaking has fallen to 3,027,590 Sweett Shares, representing approximately 4.40 per cent. of the issued share capital of Sweett on 20 June 2016 (being the last Business Day prior to the date of this announcement).

Update on total irrevocable undertakings

As a result, WSP has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting, in respect of a total of 11,243,629 Sweett Shares, representing approximately 16.37 per cent. of the issued share capital of Sweett in issue on 20 June 2016 (being the last Business Day prior to the date of this announcement).

If Cyril Sweett Trustee Company Limited does not receive any instructions from participants of the Share Incentive Plan to abstain or vote against the Scheme at the Court Meeting and the Special Resolution at the General Meeting, WSP has received total irrevocable undertakings in respect of up to 19,163,387 Sweett Shares, representing approximately 27.90 per cent. of the issued share capital of Sweett on 20 June 2016 (being the last Business Day prior to the date of this announcement).

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting. Notice convening the Court Meeting and the General Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 29 June 2016 at Kingsway Hall Hotel, 66 Great Queen Street, Covent Garden, London, WC2B 5BX is contained in the Scheme Document.

If you have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and do not wish to change your voting instructions you need take no further action.

If you have submitted Forms of Proxy for the Court Meeting and General Meeting and now wish to change your voting instructions, or if you have misplaced your Forms of Proxy, you should contact the Company's registrars, Capita Asset Services, on 0371 664 0321 between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays) to obtain new Forms of Proxy.

If you are yet to submit either or both Forms of Proxy sent to you with the Scheme Document and whether or not you plan to attend the Court Meeting and General Meeting, you are strongly encouraged to sign and return your Forms of Proxy to ensure the outcome of the Court Meeting and the General Meeting fairly reflects the wishes of the Sweett Shareholders, or to appoint a proxy electronically, as referred to below, as soon as possible and in any event so as to be received by the Company's registrars, Capita Asset Services, by the following times and dates:

 Blue Forms of Proxy for the Court Meeting 10.00 a.m. on 27 June 2016

 White Forms of Proxy for the General Meeting 10.15 a.m. on 27 June 2016

 (or in the case of an adjourned meeting, not later than 48 hours prior to the time and date set out for the adjourned meeting).

If you have any questions about the Supplementary Circular, the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy, please call Capita Asset Services, on 0371 664 0321.

Expected timetable

Subject to approval of the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on 8 July 2016.

The current expected timetable of principal events for the implementation of the Scheme is set out below. All references in this announcement to times are to London time unless otherwise stated. If any of the key dates set out in the timetable change, Sweett will give notice of this change by issuing an announcement via a Regulatory Information Service.

 (1) It is requested that blue Forms of Proxy for the Court Meeting be received not later than 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or Capita Asset Services before the start of the Court Meeting.

(2) White Forms of Proxy for the General Meeting must be received not later than 48 hours prior to the time appointed for the General Meeting. White Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Capita Asset Services at the General Meeting.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be close of business on the day which is two days before the date set for such adjourned meeting.

(4) The General Meeting will commence at 10.15 a.m. on 29 June 2016, or, if later, as soon thereafter as the Court Meeting shall have been concluded or adjourned.

(5) These dates and times are indicative only and will depend, among other things, on the date upon which (i) the Conditions are satisfied or (if capable of waiver) waived (ii) the Court sanctions the Scheme and (iii) the Court Order is delivered to the Registrar of Companies.

Important notices

Opus Corporate Finance LLP ("Opus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for WSP and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Opus, nor for providing advice in relation to the matters referred to in this announcement. Neither Opus nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Opus in connection with this announcement, any statement contained herein or otherwise.

Stockdale Securities Limited ("Stockdale"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sweett and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Sweett for providing the protections afforded to clients of Stockdale, nor for providing advice in relation to the matters referred to in this announcement. Neither Stockdale nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, as supplemented by the Supplementary Circular (or, if applicable, any related offer document). The Scheme Document contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document, as supplemented by the Supplementary Circular (or, if applicable, any related offer document).

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Supplementary Circular, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Sweett Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Sweett Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by WSP or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

Forward looking statements

This announcement, the Announcement, the Scheme Document and the Supplementary Circular contain statements with respect to WSP and Sweett that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement, the Announcement, the Scheme Document and the Supplementary Circular may be forward looking statements. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Sweett Group and potential synergies resulting from the Acquisition; and (iii) the effects of governmental regulation on the business of the Sweett Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to WSP or Sweett or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of WSP or Sweett undertake any obligation to update publicly or revise forward-looking or other statements contained in this announcement, the Announcement, the Scheme Document or the Supplementary Circular whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website

A copy of this announcement will be made available on the website of Sweett Group at www.sweettgroup.com/investors by no later than 12.00 noon (London time) on 22 June 2016.

Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Information relating to Sweett Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Sweett Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sweett may be provided to WSP during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Enquiries:

Stockdale Securities Limited (Sweett's Financial Adviser)

Tom Griffiths +44 (0)20 7601 6100

Ed Thomas +44(0)20 7601 6100