Further re Recommended Acquisition of HW Group
HW Group PLC
14 February 2000
Not for release, distribution or publication in or into Canada, Australia or
Japan.
HW Group PLC
Recommended acquisition of HW Group PLC by TMP Worldwide Inc. ('the
Acquisition').
Final exchange proportion
HW announces that for each HW Share held on 15 February 2000, HW Shareholders
will receive 0.01346 of a TMP Share (the 'Final Exchange Proportion'). As set
out in the Scheme Document dated 16 December 1999 despatched to HW
Shareholders ('the Scheme Document'), the Final Exchange Proportion has been
calculated by dividing 130p by the average closing price of a TMP Share for
the twenty NASDAQ trading days prior to 14 February 2000, converted into
sterling at the closing sterling/US dollar spot price on 11 February 2000.
No fractions of TMP Shares will be issued to HW Shareholders, who will instead
receive cash on the basis set out in the Scheme Document.
TMP Share Split
On 11 January 2000, TMP announced a 2-for-1 share split of TMP Common Stock,
par value $0.001 per share ('the TMP Share Split'). The TMP Share Split will
be in the form of a stock dividend on TMP's issued shares, pursuant to which
each TMP shareholder will receive one new share of TMP common stock for each
TMP Share held at the close of business on 16 February 2000, being the record
date for the TMP Share Split. The stock dividend is payable on 29 February
2000. The TMP Share Split has not affected the calculation of the Final
Exchange Proportion and HW Shareholders will still receive 130p in new TMP
Shares for each HW Share held at 5.00 p.m. (London time) on 15 February 2000
('the Scheme Record Date'). HW Shareholders will, however, also participate
in the TMP Share Split and will, therefore, ultimately receive share
certificates for twice the number of TMP Shares to which they will be entitled
under the Scheme of Arrangement. Under the TMP Share Split, HW Shareholders
will receive one new TMP Share in addition to each TMP Share they receive
under the terms of the Scheme of Arrangement.
Share certificates for the TMP Shares to be issued to HW Shareholders under
the Scheme of Arrangement are expected to be despatched to HW Shareholders by
1 March 2000. Share certificates for the TMP Shares to be issued pursuant to
the TMP Share Split are expected to be despatched some time later in March
2000.
Final Court Hearing
HW also announces that, earlier today, the High Court of Justice in England
and Wales sanctioned the Scheme of Arrangement at the Final Court Hearing. As
a consequence, the Effective Date for the Scheme of Arrangement is expected to
be 16 February 2000. All other conditions to the implementation of the
Acquisition have now been satisfied or waived.
HW Shares will cease to be capable of being traded on the Official List of the
London Stock Exchange at the close of business on 15 February 2000, whereupon
the listing of HW Shares on the London Stock Exchange will be cancelled. The
quotation of, and dealings in, the new TMP Shares to be issued to HW
Shareholders pursuant to the Scheme of Arrangement will commence on NASDAQ at
9.30 a.m. (New York time) on 17 February 2000 (subject to the Scheme of
Arrangement becoming effective on 16 February 2000).
Words and expressions defined in the Scheme Document 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
The directors of HW accept responsibility for the information contained in
this announcement, other than the information relating to the TMP Group, the
directors of TMP and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of HW (who have taken
all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
The directors of TMP accept responsibility for the information contained in
this announcement, other than the information relating to the HW Group, the
directors of HW and members of their immediate families and related trusts.
To the best of the knowledge and belief of the directors of TMP (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement, for which they take responsibility, is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
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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