Scheme of Arrangement Approved by Shareholders
HW Group PLC
12 January 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').
HW announces that the Scheme of Arrangement ('the Scheme') was approved by HW
Shareholders at the Court Meeting held earlier today. The Court Meeting had
been convened by order of the Court to approve the Scheme. The Scheme is being
undertaken in order to implement the Acquisition. In addition, HW
Shareholders also approved the special resolution required, inter alia, to
facilitate the Scheme at the Extraordinary General Meeting, which followed the
Court Meeting.
Subject to a Court Hearing to sanction the Scheme, which is expected to be
heard on 14 February 2000, it is expected that the record date for the Scheme
will be the close of business on 15 February 2000 and the effective date of
the Scheme will be 16 February 2000. Following the sanction of the Scheme by
the Court each HW Share will be cancelled and HW Shareholders will receive TMP
Shares calculated in accordance with the terms of the Acquisition set out in
the Scheme Document dated 16 December 1999.
HW Shares are expected to cease trading on the Official List of the London
Stock Exchange at the close of business on 15 February 2000. The quotation
of, and dealings in, the new TMP Shares to be issued to HW Shareholders are
expected to commence on NASDAQ at 9.30 a.m. (New York time) on 17 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 Nicholas Naylor 0207 588 4000
Securities
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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