Recommended Acquisition by TMP Worldwide

HW Group PLC 16 December 1999 HW Group PLC Not for release, distribution or publication in or into Canada, Australia or Japan Recommended acquisition of HW Group PLC by TMP Worldwide Inc. ('the Acquisition') The scheme document (the 'Scheme Document') incorporating the recommended proposal for the acquisition of HW by TMP, to be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme'), is being posted to HW Shareholders today. Notices of the Meeting convened by order of the High Court and of the Extraordinary General Meeting to approve and implement the Scheme, each of which is to be held on 12 January 2000 at the offices of Credit Lyonnais Securities, Broadwalk House, 5 Appold Street, London EC2A 2DA are set out in the Scheme Document. To become effective, the Scheme will also require the sanction of the High Court following a hearing which is expected to take place on 14 February 2000. Subject to the Scheme becoming effective on 16 February 1999, dealings in HW Shares are expected to cease on the London Stock Exchange on 15 February 1999. Commencement of the quotation on NASDAQ, and dealings in, the new TMP Shares to be issued to HW Shareholders is expected on 17 February 1999. Words and expressions defined in the Scheme Document dated 16 December 1999 shall, unless the context otherwise requires, have the same meaning when used in this announcement. Enquiries: HW Group PLC Richard Mead/Graham Palfery-Smith 0207 240 2101 Credit Lyonnais Securities Nicholas Naylor 0207 588 4000 Credit Lyonnais Securities, which is regulated by The Securities and Futures Authority Limited, is acting for HW Group PLC and no-one else in connection with the Acquisition and will not be responsible to anyone other than HW Group PLC for providing the protections afforded to customers of Credit Lyonnais Securities, nor for providing advice in relation to the Acquisition.
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