Recommended Merger of GENIVAR Inc. and WSP Group plc to be Implemented by way of a Cash Offer for WSP Group plc ("WSP") by GENIVAR Inc. ("GENIVAR")

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07 Jun, 2012, 20:24 GMT

LONDON, June 7, 2012 /PRNewswire/ --

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

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

Summary

The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect a merger between the GENIVAR Group and the WSP Group (the "Merger"). The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Merger, WSP Shareholders will be entitled to receive 435 pence in cash for each WSP Share held, valuing the entire issued share capital of WSP at approximately £278 million.

The Offer price represents a premium of approximately:

67.3 per cent. to the Closing Price per WSP Share of 260 pence on 6 June 2012 (being the last Business Day prior to the date of this announcement); and

78.1 per cent. to the six-month average price per WSP Share of 244 pence (being the average Closing Price for the six-month period ended on 6 June 2012 being the last Business Day prior to the date of this announcement).

Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement).

GENIVAR has also received irrevocable undertakings from Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 19,638,307 WSP Shares, representing approximately 30.8 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement).

Further, GENIVAR has obtained a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of 2,734,774 WSP Shares representing approximately 4.3 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement).

In aggregate, therefore, irrevocable undertakings and the letter of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting have been received in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent are set out in Appendix III to this announcement.

GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture through strategic alliances. GENIVAR's projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad. GENIVAR is listed on the Toronto Stock Exchange and has, as at 6 June 2012, a market capitalisation of approximately C$824 million (£518 million).

WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and asset management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries.

With complementary geographic footprints, end-market exposures and service offerings and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to serve better their combined client base on a global basis.

The Merger is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, which it is expected will be despatched to WSP Shareholders as soon as reasonably practicable.

Following completion of the Merger, the Combined Entity will remain listed on the Toronto Stock Exchange. Christopher Cole, currently the Chief Executive Officer of WSP, will become executive Chairman of the board of directors of the Combined Entity, Pierre Shoiry will remain the Chief Executive Officer and Alexandre L'Heureux will remain the Chief Financial Officer. Following completion of the Merger, the existing executive directors of WSP (Paul Dollin, Rikard Appelgren and Stuart McLachlan) will retain their current management roles. Peter Gill will remain with the Combined Entity on a transitional basis prior to his departure which is currently expected to take place at the end of 2012. It is intended that all the non-executive directors of WSP will step down from their positions following completion of the Merger.

Given the recognition that each brand has in their respective markets worldwide, it is intended that the Combined Entity will continue to operate under the existing brands with a view to introducing a combined trading brand, WSP GENIVAR, as soon as practical following completion of the Merger. It is anticipated that the Combined Entity will provide a platform for future international growth.

Commenting on the Merger, Ian Barlow, Chairman of WSP, said:

"This transaction supports the realisation of both companies' strategic aims and provides a strong global platform for growth. The Board of WSP believes that the combination represents an attractive proposition for WSP Shareholders, which crystallises, in cash, a value which reflects the future growth potential of WSP."

Commenting on the Merger, Christopher Cole, Chief Executive of WSP said:

"WSP is a successful global multi-disciplinary professional services consultancy with stated strategic ambitions to diversify and grow. Whilst reviewing carefully our options to best achieve this aim, an exceptional opportunity has arisen for WSP to merge with GENIVAR, a similarly ambitious entrepreneurial yet complementary Canadian consultancy. I believe this transaction will provide WSP, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work.

This recommended transaction provides WSP shareholders with cash at an offer price which recognises WSP's underlying value.

Having been immensely proud to lead WSP for many years I now look forward to my new role as executive Chairman of the Combined Entity and to working with Pierre Shoiry and the WSP and GENIVAR teams to deliver ongoing value to all stakeholders."

Commenting on the Merger, Pierre Shoiry, President and Chief Executive Officer of GENIVAR said:

"This landmark transaction is an important milestone in the history of GENIVAR. We are very excited to join forces with WSP and have Chris Cole become Executive Chairman of the Board of Directorsupon completion of the Merger. GENIVAR and WSP are highly compatible in terms of culture and strategic objectives. They are both pure play consulting firms, sharing similar values with respect to people, clients and teamwork. We believe that the combination provides a unique opportunity for our clients, employees and shareholders to benefit from the global scale and breadth of services offered by the Combined Entity. Through the combination of our firms, we are creating one of the world's leading professional services firms.Moreover, our firms are complementary with limited geographical overlap, combining talented teams to enhance the leadership and expertise of the global organisation."

Analyst call:

GENIVAR will hold an analyst call on 7 June 2012 at 3.30 p.m. (Eastern Daylight Time) to discuss the Merger. The call may be accessed by dialling 877‑405‑9213 from Canada, or +1-514‑861‑2255 outside of Canada. The participant passcode is 2130794. The call will also be available by webcast on GENIVAR's website for all interested parties. The webcast can be accessed via the Transaction section of GENIVAR's website at http://www.genivar.com.

Barclays, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVARand no one else in connection with the Merger and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than GENIVARfor providing the protections afforded to clients of Barclays or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Jefferies Hoare Govett, a division of Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Jefferies Hoare Govett or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Merger or otherwise. The Merger will be made solely by means of the Scheme Document or any document by which the Merger is made which will contain the full terms and Conditions of the Merger, including details of how to vote in respect of the Scheme.

Any approval, decision or other response to the Merger should be made only on the basis of the information in the Scheme Document. WSP Shareholders are strongly advised to read the formal documentation in relation to the Merger once it has been despatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to WSP Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

WSP will prepare the Scheme Document to be distributed to WSP Shareholders. WSP and GENIVAR urge WSP Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Merger.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of WSP or the WSP Group or GENIVAR or the GENIVAR Group except where otherwise stated.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. 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 of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Merger relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom. However, if GENIVAR were to elect to implement the Merger by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable.

Unless otherwise determined by GENIVAR or required by the City Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Merger will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to WSP Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward looking statements

This announcement contains statements about GENIVAR and WSP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of GENIVAR's or WSP's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on GENIVAR's or WSP's businesses.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. WSP and GENIVAR disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, they have not been reviewed by the auditors of WSP or GENIVAR. All subsequent oral or written forward looking statements attributable to WSP or GENIVAR or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Disclosure requirements of the City 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 http://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.

This summary should be read in conjunction with the full text of this announcement. The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings and the letter of intent received by GENIVAR (including those irrevocable undertakings given by the WSP Directors), Appendix IV contains a summary of the documents relating to the financing of the Offer and Appendix V contains definitions of certain expressions used in this summary and in this announcement.

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

Publication on Website and Availability of Hard Copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GENIVAR's and WSP's websites at http://www.genivar.com and http://www.wspgroup.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of GENIVAR's website, nor those of WSP's website, nor those of any other website accessible from hyperlinks on either GENIVAR's or WSP's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per minute plus network extras, lines are open 9.00am-5.30pm Monday to Friday). It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, WSP confirms that as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 63,840,194 ordinary shares of five pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0009323741.

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

7 June 2012

RECOMMENDED MERGER OF GENIVAR INC. AND WSP GROUP PLC

TO BE IMPLEMENTED BY WAY OF A CASH OFFER

for

WSP GROUP PLC ("WSP")

GENIVAR INC. ("GENIVAR")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1.Introduction

The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect the Merger between the GENIVAR Group and the WSP Group. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2.The Merger

Under the terms of the Merger, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, WSP Shareholders will be entitled to receive:

for each WSP Share 435 pence in cash

The Offer price is on the basis that no other dividends will be declared following the date of this announcement and accordingly WSP Shareholders will not receive an interim dividend in respect of the six month period ending 30 June 2012.

The Offer price values the entire existing issued ordinary share capital of WSP at approximately £278 million and represents a premium of approximately:

67.3 per cent. to the Closing Price per WSP Share of 260 pence on 6 June 2012 (being the last Business Day prior to the date of this announcement); and

It is expected that the Scheme Document will be published as soon as reasonably practicable, that the Court Meeting and the General Meeting will be held on or around 13 July 2012 and that the Scheme will become effective in July or August 2012.

3. Background to and reasons for the Merger

The Board of GENIVAR believes that a merger between WSP and GENIVAR represents an attractive opportunity to build a world-class global design firm with combined revenues of C$1.8 billion (£1.1 billion), approximately 14,500 people and with key expertise in Buildings, Transport & Infrastructure, Industry and Energy & Environment. The Combined Entity would rank within the top 10 global pure play engineering services firms.

With complementary geographic footprints, end-market exposures and service offerings, and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to better serve their combined client base on a global basis.

The Merger is expected to provide GENIVAR with a key opportunity to extend its current strengths developed in Canada into the United States, Europe and selective emerging markets as well as to leverage WSP's key international expertise in Canada.

It is expected that the Merger will facilitate the Combined Entity's growth into other geographies and that the Combined Entity will benefit from being better placed to make acquisitions of complementary businesses in the future.

GENIVAR management expects the Merger to be immediately accretive to its earnings per share by approximately 5 per cent., without considering revenue and cost synergies.*

* Management expectation is based on historical financial information and this statement should not be interpreted to mean that earnings per share will necessarily be greater than in 2011.

4. Recommendation

The WSP Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable. In providing advice to the WSP Directors, Rothschild has taken into account the commercial assessments of the WSP Directors. Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the WSP Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement).

5. Irrevocable undertakings and letter of intent

GENIVAR has received irrevocable undertakings from each of the WSP Directors and from Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited and a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent (including the circumstances in which they will fall away) are set out in Appendix III to this announcement.

6. Background to and reasons for the recommendation

Over the past several months, GENIVAR and WSP have been engaged in active dialogue to analyse the merits of a strategic combination.

Prior to these discussions, WSP had been pursuing a strategy which set out a route map for growth utilising the full reach of WSP's extensive global footprint and client base to strengthen further and diversify the business across services, skills and the public and private sectors. The Board of WSP, in consultation with its advisers, has given careful consideration to the fundamental value of its business and prospects in executing its current strategy as well as general market conditions and the forces of consolidation within the industry.

Simultaneously GENIVAR had developed a strategy to build on its prominent public and private sector position in Canada and significantly expand internationally.

The Board of WSP considers there to be an excellent strategic fit between GENIVAR and WSP, and that the Offer enables WSP Shareholders to realise their entire investment in cash at an attractive value. Accordingly, the Board of WSP intends unanimously to recommend that WSP Shareholders vote in favour of the Scheme.

In arriving at their unanimous decision to recommend the Merger, the WSP Directors have taken into account that the Offer price represents a significant premium to WSP's share price immediately prior to this announcement and to the average share price for the preceding six month period, as detailed in paragraph 2 above.

GENIVAR and WSP recognise the skills and experience of the management and employees of WSP. The WSP Board believes that the combination will enhance international career opportunities for the employees of the Combined Entity and create an excellent environment in which employees can develop their expertise.

7. Information on GENIVAR

GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture, through strategic alliances. GENIVAR's projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad.

GENIVAR is listed on the Toronto Stock Exchange and has, as at 6 June 2012, a market capitalisation of approximately C$824 million (£518 million).

8. Information on WSP

WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and project management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries.

WSP has a premium listing on the Official List and the WSP Shares are admitted to trading on the main market of the London Stock Exchange.

9. Intentions for the Combined Entity

Following the completion of the Merger, the existing employment rights, including pension rights, of the management and employees of WSP will be fully safeguarded. GENIVAR's current plans for WSP do not involve any material change in the conditions of employment of WSP's employees. GENIVAR has no plans to change WSP's places of business.

As the footprints of the two groups have limited geographic and client overlap and based on current economic conditions, it is not anticipated that there will be any significant reductions in WSP headcount as a result of the Merger. However, the Combined Entity will continue to look for operational efficiencies and to react to market conditions which may involve reductions in headcount in the ordinary course of business.

10. Arrangements between GENIVAR and WSP management

Appropriate incentivisation arrangements will be put in place for the management of the Combined Entity following completion of the Merger, although no detailed discussions have taken place to date between WSP and GENIVAR in relation to such arrangements.

11. WSP Share Option Schemes

Participants in the WSP Share Option Schemes will be contacted regarding the effect of the Merger on their rights under the WSP Share Option Schemes and appropriate proposals will be made to such participants in due course.

12. Financing

GENIVAR is providing the cash consideration payable under the Merger from (i) proceeds of a bought deal offering of subscription receipts of GENIVAR on terms to be set out in a prospectus to be published by GENIVAR pursuant to an underwriting letter entered into among GENIVAR and certain underwriters (the "Underwriting Letter"); (ii) proceeds from the completion of a private placement pursuant to which two Canadian institutional investors will purchase, on a private placement basis, subscription receipts of GENIVAR (the "Private Placement"); (iii) funds from a new credit agreement between GENIVAR and a syndicate of Canadian chartered banks (the "New Credit Facilities"); and (iv) existing cash on GENIVAR's balance sheet.

A summary of the terms of each of the Underwriting Letter, the Private Placement and the New Credit Facilities is contained in Appendix IV.

Barclays, financial adviser to GENIVAR, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to WSP Shareholders under the terms of the Merger.

13. Offer-related Arrangements

Confidentiality Agreement

GENIVAR and WSP entered into a confidentiality agreement on 20 March 2012 (the "Confidentiality Agreement") pursuant to which each of GENIVAR and WSP has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until the date falling on the earlier of 24 months from the date of the Confidentiality Agreement and the completion of the acquisition of WSP by GENIVAR.

Share Option Deed

GENIVAR and WSP have entered into a share option deed on the date of this announcement (the "Share Option Deed") setting out certain agreements between them in relation to the treatment of the WSP Share Option Schemes. The Share Option Deed will terminate: (i) if the WSP Shareholders fail to approve the Scheme at the Court Meeting and/or the General Meeting; (ii) if the Court refuses to sanction the Scheme or confirm the Capital Reduction; (iii) if any of the Conditions becomes incapable of satisfaction or is invoked so as to cause the Offer not to proceed in circumstances where such invocation is in accordance with the Code; (iv) if the Effective Date has not occurred by 4 December 2012 (unless the Scheme is withdrawn, terminates or lapses before that date); (v) by the express written consent of the parties at any time prior to the Effective Date; (vi) if on or before the tenth business day after the Scheme is withdrawn, terminates or lapses, GENIVAR has not publicly announced that it intends to implement the Offer by means of a takeover offer; or (vii) if GENIVAR determines to implement the Offer by way of a takeover offer, and such takeover offer lapses, terminates or is withdrawn.

14. Opening Position Disclosures and Interests

GENIVAR confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. The Opening Position Disclosure does not include all relevant details in respect of GENIVAR's concert parties and GENIVAR confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

15. Structure of the Merger

It is intended that the Merger will be effected by means of a scheme of arrangement between WSP and WSP Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for GENIVAR to become the holder of the entire issued and to be issued ordinary share capital of WSP.

This is to be achieved by the cancellation of the WSP Shares and the application of the reserve arising from such cancellation in paying up in full a number of new WSP Shares (which is equal to the number of WSP Shares cancelled), and issuing the same to GENIVAR, in consideration for which the WSP Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

To become effective, the Scheme must be approved by a majority in number of the WSP Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the WSP Shares which are voted at the Court Meeting (or any adjournment thereof), together with the approval of the Court and the passing at the General Meeting of a special resolution necessary to implement the Scheme and approve the related Capital Reduction.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

Once the necessary approvals from WSP Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court. The Scheme will then become effective upon delivery of copies of the Court Order(s) to the Registrar of Companies and, in the case of the Capital Reduction, and if so ordered by the Court, the relevant order together with the statement of capital being registered by the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in July or August 2012.

The Offer will lapse if:

- the Court Meeting and the General Meeting are not held on or before the 22^nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as GENIVAR and WSP may agree); or

- the Scheme does not become effective by 4 December 2012 (or such later date as GENIVAR and WSP may agree),

- provided however that the deadlines for the timing of the Court Meeting and the General Meeting and the effectiveness of the Scheme as set out above may be waived by GENIVAR.

Upon the Scheme becoming effective, it will be binding on all WSP Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

The new ordinary shares in WSP to be issued to GENIVAR pursuant to the Scheme will be issued fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid in or after the date of their issue.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to WSP Shareholders as soon as reasonably practicable. The timing of events which relate to the implementation of the Merger is, however, subject to the approval of the Court and is therefore subject to change.

16. Regulatory issues

The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

17. De-listing and re-registration

Prior to the Scheme becoming effective, WSP will make an application to the UKLA for the cancellation of the listing of WSP Shares on the Official List and request the London Stock Exchange to cancel the trading of the WSP Shares on its main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in WSP Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00p.m. on that date.

On the Effective Date, WSP will become a wholly-owned subsidiary of GENIVAR and share certificates in respect of WSP Shares will cease to be valid and should be destroyed. In addition, entitlements to WSP Shares held within the CREST system will be cancelled on the Effective Date. It is also proposed that, following the Effective Date and after its shares are delisted, WSP will be re-registered as a private limited company.

18. General

GENIVAR reserves the right, with the consent of the Panel, to elect to implement the acquisition of the WSP Shares by way of a takeover offer as an alternative to the Scheme. In such event, the acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at ninety per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as GENIVAR may decide). However, if GENIVAR were to elect to implement the Merger by way of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations.

If the acquisition is effected by way of a takeover offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received in respect of such offer, GENIVAR intends to: (i) make an application to the UKLA to cancel listing of the WSP Shares on the Official List and request the London Stock Exchange to cancel trading of WSP Shares on the Main Market for listed securities; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining WSP Shares in respect of which such offer has not been accepted.

The Merger will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings and letter of intent received by GENIVAR is contained in Appendix III to this announcement. A summary of the documents relating to the financing of the Offer is contained in Appendix IV to this announcement. Certain terms used in this announcement are defined in Appendix V to this announcement.

The Merger will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

19. Documents on display

Copies of the following documents will be made available on GENIVAR and WSP's websites at http://www.genivar.com and http://www.wspgroup.com, respectively until the end of the Offer Period:

- the irrevocable undertakings and letter of intent referred to in paragraph 5 above and summarised in Appendix III to this announcement;

- the documents relating to the financing of the Offer referred to in paragraph 12 above;

- the Confidentiality Agreement; and

- the Share Option Deed.

20. Analyst call

Barclays, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVAR and no one else in connection with the Merger and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than GENIVAR for providing the protections afforded to clients of Barclays or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Any approval, decision or other response to the Merger should be made only on the basis of the information in the Scheme Document. WSP Shareholders are strongly advised to read the formal documentation in relation to the Merger once it has been dispatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to WSP Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

Overseas Shareholders

Forward looking statements

Disclosure requirements of the City Code

This summary should be read in conjunction with the full text of this announcement. The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings and the letter of intent received by GENIVAR (including those irrevocable undertakingsgiven by the WSPDirectors), Appendix IV contains a summary of the documents relating to the financing of the Offer and Appendix V contains definitions of certain expressions used in this summary and in this announcement.

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

Publication on Website and Availability of Hard Copies

Rule 2.10 Requirement

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Merger

The Merger is conditional upon the Scheme becoming unconditional and effective, subject to the City Code, by not later than 4 December 2012 or such later date (if any) as GENIVAR and WSP may agree and the Panel and the Court may allow.

1. The Scheme will be subject to the following conditions:

1.1 (i) its approval by a majority in number of the WSP Shareholders who are on the register of members of WSP at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), representing not less than 75 per cent. in value of the WSP Shares so voted and (ii) such Court Meeting being held on or before the 22^nd day after the expected date of such meeting to be set out in the Scheme Document in due course (or such later date as GENIVAR and WSP may agree);

1.2 (i) the resolutions required to approve and implement the Scheme and approve the related Capital Reduction being duly passed by WSP Shareholders representing 75 per cent. or more of votes cast at the General Meeting (or any adjournment thereof) and (ii) such General Meeting being held on or before the 22^nd day after the expected date of such meeting to be set out in the Scheme Document in due course (or such later date as GENIVAR and WSP may agree);

1.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to WSP and GENIVAR) and confirmation of the Capital Reduction by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to WSP and GENIVAR) and (a) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies.

2. Subject as stated in Part B below and to the requirements of the Panel, the Merger will be conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Admission of GENIVAR Equity Securities

(a) the Toronto Stock Exchange approving the issuance and listing of the equity securities proposed to be issued by GENIVAR pursuant to the Private Placement and the bought deal offering (as described in paragraph 12 of this announcement);

Hart-Scott-Rodino

(b) all necessary filings having been made under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the regulations promulgated thereunder, and all applicable waiting periods under that Act and regulations shall have expired or been terminated;

Notifications, waiting periods and Authorisations

(c) all material notifications, filings or applications which are necessary or considered appropriate by GENIVAR (acting reasonably) having been made in connection with the Merger and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Merger and all Authorisations deemed necessary or appropriate by GENIVAR (acting reasonably) in any jurisdiction for or in respect of the Merger and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, WSP or any other member of the Wider WSP Group by any member of the Wider GENIVAR Group in each case where the absence of such notification, filing or application would have a material adverse effect on the Wider WSP Group or the Wider GENIVAR Group, in each case taken as a whole, and all Authorisations in respect thereof having been obtained in terms and in a form satisfactory to GENIVAR (acting reasonably) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider WSP Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider WSP Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Merger becomes otherwise wholly unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations where, in each case, the absence of such Authorisation would have a material adverse effect on the Wider WSP Group taken as a whole;

General antitrust and regulatory

(d) without prejudice to Condition 2(b) above, no antitrust regulator or Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider GENIVAR Group or by any member of the Wider WSP Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider GENIVAR Group or the Wider WSP Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider WSP Group or any asset owned by any Third Party (other than in the implementation of the Merger);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider GENIVAR Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in WSP or on the ability of any member of the Wider WSP Group or any member of the Wider GENIVAR Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider WSP Group;

(iv) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider WSP Group or any member of the Wider GENIVAR Group to an extent which is material in the context of the Wider WSP Group or Wider GENIVAR Group (as applicable) taken as a whole;

(v) result in any member of the Wider WSP Group or any member of the Wider GENIVAR Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider WSP Group or Wider GENIVAR Group (as applicable) taken as a whole;

(vi) make the Merger, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, WSP by any member of the Wider GENIVAR Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material adverse amendment of the Merger or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, WSP by any member of the Wider GENIVAR Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider GENIVAR Group of any shares or other securities (or the equivalent) in any member of the Wider WSP Group or any member of the Wider GENIVAR Group; or

(viii) impose any material limitation on the ability of any member of the Wider GENIVAR Group of any member of the Wider WSP Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider GENIVAR Group and/or the Wider WSP Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Merger or the acquisition or proposed acquisition of any WSP Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider WSP Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject which, as a consequence of the Merger or the acquisition or the proposed acquisition by any member of the Wider GENIVAR Group of any shares or other securities (or the equivalent) in WSP or because of a change in the control or management of any member of the Wider WSP Group, could or might reasonably be expected to result in, to an extent which is material in the context of the Wider WSP Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider WSP Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider WSP Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider WSP Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider WSP Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Wider WSP Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider WSP Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the Wider WSP Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii) the value of, or the financial or trading position or prospects of, any member of the Wider WSP Group being prejudiced or adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider WSP Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider WSP Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or would be likely to result in any of the events or circumstances as are referred to in paragraphs (e)(i) to (viii) above, in each case to an extent which is material in the context of the Wider WSP Group taken as a whole;

WSP Shareholder resolution

(f) no resolution of WSP Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of WSP Shareholders;

Certain events occurring since 31 December 2011

(g) except as Disclosed, no member of the Wider WSP Group having since 31 December 2011:

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of WSP Shares out of treasury (except, in each case, where relevant, as between WSP and wholly owned subsidiaries of WSP or between the wholly owned subsidiaries of WSP and except for the issue or transfer out of treasury of WSP Shares on the exercise of already Disclosed and issued employee share options in the ordinary course under the WSP Share Option Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of WSP to WSP or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Merger (and except for transactions between WSP and its wholly owned subsidiaries or between the wholly owned subsidiaries of WSP and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv) except for transactions in the ordinary course of business or between WSP and its wholly owned subsidiaries or between the wholly owned subsidiaries of WSP, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) except for transactions between WSP and its wholly owned subsidiaries or between the wholly owned subsidiaries of WSP, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness which is material in the context of the Wider WSP Group taken as a whole;

(vi) except in the ordinary course of business, entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude to any extent in any such case which is material in the context of the Wider WSP Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, senior executive of any member of the Wider WSP Group;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider WSP Group which is material in the context of the Wider WSP Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Merger);

(x) waived, compromised or settled any claim which is material in the context of the Wider WSP Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider WSP Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider WSP Group taken as a whole;

(xii) save as envisaged in accordance with the terms of the Scheme, made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiii) made or agreed or consented to any change in any material respect to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, in each case which is material in the context of the Wider WSP Group taken as a whole;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) (other than in respect of a member of the Wider WSP Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between WSP and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital to an extent which is material to the Wider WSP Group taken as a whole;

(xvii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xviii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 2(g);

No adverse change, litigation, regulatory enquiry or similar

(h) except as Disclosed, since 31 December 2011 there having been:

(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider WSP Group which is material in the context of the Wider WSP Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider WSP Group or to which any member of the Wider WSP Group is or may become a party (whether as claimant, defendant or otherwise) which might reasonably be expected to have a material adverse effect on the Wider WSP Group taken as a whole or in the context of the Merger;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider WSP Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider WSP Group, in each case which might reasonably be expected to have a material adverse effect on the Wider WSP Group taken as a whole or in the context of the Merger;

(iv) no contingent or other liability in respect of any member of the Wider WSP Group having arisen or become apparent to GENIVAR or increased other than in the ordinary course of business which is reasonably like to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider WSP Group to an extent which is material in the context of the Wider WSP Group taken as a whole or in the context of the Merger; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider WSP Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider WSP Group taken as a whole or in the context of the Merger;

No discovery of certain matters regarding information, liabilities and environmental issues

(i) except as Disclosed, GENIVAR not having discovered:

(i) that any financial, business or other information concerning the Wider WSP Group publicly announced prior to this date of the announcement or disclosed at any time to any member of the Wider GENIVAR Group by or on behalf of any member of the Wider WSP Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (and, in respect of publically announced information, which has not been corrected by being Disclosed prior to the date of this announcement) in each case to an extent which is material in the context of the Wider WSP Group taken as a whole;

(ii) that any member of the Wider WSP Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider WSP Group taken as a whole or in the context of the Merger;

(iii) that any past or present member of the Wider WSP Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider WSP Group, which in any case is material in the context of the Wider WSP Group as a whole;

(iv) that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider WSP Group, which in any case is material in the context of the Wider WSP Group as a whole;

(v) that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider WSP Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto, which in any case is material in the context of the Wider WSP Group as a whole; or

(vi) that circumstances exist (whether as a result of making the offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider WSP Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider WSP Group (or on its behalf) or by any person for which a member of the Wider WSP Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider WSP Group taken as a whole.

Part B: Certain further terms of the Merger

Subject to the requirements of the Panel or, if required, the Court, GENIVAR reserves the right to waive:

(i) any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting and the General Meeting and the effectiveness of the Scheme. If any such deadline is not met, GENIVAR will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with WSP to extend the deadline in relation to the relevant Condition;

(ii) in whole or in part all or any of the above Conditions 2(b) to (i) (inclusive).

2. If GENIVAR is required by the Panel to make an offer for WSP Shares under the provisions of Rule 9 of the Code, GENIVAR may make such alterations to any of the above Conditions and terms of the Merger as are necessary to comply with the provisions of that Rule.

3. Save with the consent of the Panel, the Scheme will not proceed if it is referred to the Competition Commission before the date of the Court Meeting.

4. The Scheme will be subject to applicable requirements of the City Code, the Panel, the London Stock Exchange and the UKLA.

5. GENIVAR shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(b) to (i) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Merger may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

6. If, after 7 June 2012 but prior to all the conditions to the Merger having been fulfilled or (if capable of waiver) waived and for so long as the Merger remains open for acceptance, any dividend or other distribution is declared, paid or made by WSP (a "relevant distribution"), GENIVAR reserves the right (without prejudice to any right of GENIVAR, with the consent of the Panel, to invoke Condition 2(g)(ii) above) to reduce the consideration payable under the Merger in respect of a WSP Share (the "Offer Price") by the amount of such dividend or distribution. If such reduction occurs, any reference in this announcement to the Offer Price shall be deemed to be a reference to the Offer Price as so reduced and, notwithstanding the terms on which the WSP Shares are expressed to be acquired by GENIVAR pursuant to the Merger in this Appendix I, the WSP Shares will be acquired by or on behalf of GENIVAR pursuant to the Merger together with all rights now and hereafter attaching to such shares including the right to receive in full all dividends and other distributions (if any) declared, paid or made on or after 7 June 2012 including the right to receive or retain the relevant distribution. Any exercise by GENIVAR of its rights referred to in this paragraph will be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Merger.

7. GENIVAR reserves the right to elect, with the consent of the Panel (where necessary), to implement the Merger by way of a takeover offer as it may determine in its absolute discretion. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as GENIVAR may decide and/or the Panel may require) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme (the "General Offer Acceptance Condition"). If GENIVAR elects to implement the Offer by way of the takeover offer, GENIVAR undertakes not to invoke the acceptance condition or lapse the takeover offer at any closing date on the grounds that the acceptance condition has not been satisfied prior to Day 60 (as determined in accordance with Rule 31.6 of the Code and Notes on that Rule) unless GENIVAR first announces via an RIS (such announcement not to be made prior to the 14th day after posting of the Offer Document) that the takeover offer will lapse if the acceptance condition has not been satisfied on the date specified in such announcement, such date being no earlier than the 14th day after the date on which such announcement is made.

8. The availability of the offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

9. The offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

10. Under Rule 13.5(a) of the Code, GENIVAR may not invoke a condition to the Merger so as to cause the Merger not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to GENIVAR in the context of the Merger. The conditions contained in paragraph 1 of Part A and, if applicable, the General Offer Acceptance Condition set out in Part B are not subject to this provision of the Code.

11. The Merger and the Scheme are and will be governed by the law of England and Wales and subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The value placed by the Merger on the existing issued share capital of WSP is based on 63,840,194 WSP Shares in issue on 6 June 2012, being the last dealing day prior to the date of this announcement.

(ii) The Closing Prices of WSP Shares are based on the middle market quotations of a WSP Share derived from the Daily Official List for the relevant dates.

(iii) The fully diluted share capital of WSP (being 66,348,795 WSP Shares) is calculated on the basis of 63,840,194 WSP Shares in issue on 6 June 2012, and in addition up to 2,508,601 further WSP Shares which may be issued on or after the date of this announcement following the exercise of options, which have an exercise price of 435 pence or less, under the WSP Share Option Schemes. However, it should be noted that the number of shares issued after the date of this announcement to satisfy options under the WSP Share Option Schemes is likely to be significantly smaller than the maximum number set out above (since this will depend upon the extent to which the performance conditions attaching to such options will be satisfied and the extent to which such options will be satisfied in cash rather than by the issue of shares).

(iv) All share prices expressed in pence have been rounded to the nearest pence and all percentages have been rounded to one decimal place (other than the percentages in Part A of Appendix III which have been rounded to the nearest two decimal places).

(v) Unless otherwise stated, the financial information relating to WSP is extracted from the audited consolidated financial statements of WSP for the financial year ended 31 December 2011, prepared in accordance with IFRS.

(vi) The financial information relating to GENIVAR is extracted from the audited consolidated financial statements of GENIVAR for the financial year ended 31 December 2011, prepared in accordance with IFRS.

APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

Irrevocable Undertakings

The following holders, controllers or beneficial owners of WSP Shares have given irrevocable undertakings to accept the Offer and vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting to give effect to the Scheme:

Part A

                                                % of WSP Shares in
            Name         Number of WSP Shares          issue
    Ian Barlow                  35,062                 0.05
    Christopher Cole           935,949                 1.47
    Peter Gill                  85,736                 0.13
    Stuart McLachlan            46,272                 0.07
    Rikard Appelgren           152,800                 0.24
    Paul Dollin                 14,575                 0.02
    Christopher Stephens        14,341                 0.02
    Mark Rollins                10,000                 0.02
    Anders Karlsson             5,000                  0.01
    Huw Davies                  10,000                 0.02
    TOTAL                     1,309,735                2.05

The undertakings listed in this Part A will remain binding if a higher competing offer for WSP is made. The undertakings will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of issue of this announcement (or such later date as the Panel may agree), but no later than 27 July 2012, (ii) the Scheme does not become effective or lapses or is withdrawn without having become wholly unconditional in accordance with its terms, or (iii) the Scheme is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.

Part B

                                                   % of WSP Shares in
             Name           Number of WSP Shares          issue
    Schroder Investment
    Management Limited           9,253,742                14.5
    Henderson Global
    Investors Limited            4,036,082                 6.3
    J O Hambro Capital
    Management Limited           3,658,595                 5.7
    Montanaro Asset
    Management Limited           2,689,888                 4.2
    TOTAL                       19,638,307               30.8

The undertakings provided by Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Group Ltd and Montanaro Asset Management Limited and listed in this Part B will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of issue of this announcement (or such later date as the Panel may agree), (ii) the Scheme does not become effective or lapses or is withdrawn without having become wholly unconditional in accordance with its terms, or (iii) if a competing offer is made or announced in accordance with Rule 2.7 of the Code on terms that represent an improvement of no less than 10 per cent. on the value of the consideration offered under the Scheme as at the date on which such offer is announced and GENIVAR does not increase the consideration offered under the Offer to an equivalent amount within seven days of the date of the competing offer.

Letter of Intent

The following holder, controller or beneficial owner of WSP Shares has delivered a letter of intent to accept the Offer and vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting:

                                                   % of WSP Shares in
             Name           Number of WSP Shares          issue
    Aviva Investors Global
    Services Limited             2,734,774                 4.3

APPENDIX IV
FINANCING ARRANGEMENTS

Underwriting Letter

On the date of this announcement, GENIVAR has executed a bought deal letter with four co-lead underwriters (the "Co-Lead Underwriters") pursuant to which GENIVAR agreed to sell and the Co-Lead Underwriters agreed to buy, on a bought deal basis, 9,375,000 subscription receipts of GENIVAR from treasury at a price (the "Underwriting Price") of C$24.00 per subscription receipt for gross proceeds of C$225 million (the "Offering"). In addition, the Co-Lead Underwriters will be granted an over-allotment option, exercisable in whole or in part, at the Underwriting Price for a period of 30 days from the closing date of the Offering, for additional gross proceeds of up to C$33.8 million. Pursuant to the Underwriting Letter, GENIVAR has undertaken to file, within four business days of the signature of the Underwriting Letter, a preliminary prospectus in each province of Canada to qualify the subscription receipts issuable pursuant to the Offering (including pursuant to the exercise of the over-allotment option) and to enter into an underwriting agreement (the "Underwriting Agreement") with the Co-Lead Underwriters in respect of the Offering immediately prior to the filing of the preliminary prospectus.

Further details relating to the Underwriting Agreement will be set out in the Scheme Document.

Private Placement

As part of the Offering, GENIVAR has entered into subscription agreements pursuant to which GENIVAR will complete the Private Placement with two Canadian institutional investors (the "Investors") whereby the Investors will purchase, on a "private placement" basis, 8,210,610 subscription receipts of GENIVAR at a price of C$24.00 per Subscription Receipt, for gross proceeds to GENIVAR of C$197 million upon the closing of the Offering.

Further, upon the closing of the Merger, each of the Investors will be entitled to a non-refundable capital commitment payment equal to 4% of the aggregate purchase price for the subscription receipts issuable pursuant to the Private Placement for which each of them has subscribed. The subscription receipts issuable pursuant to the Private Placement will not be qualified by the prospectus to be filed by GENIVAR in connection with the Offering.

New Credit Facilities

On the date of this announcement, GENIVAR entered into the New Credit Facilities with Canadian Imperial Bank of Commerce (the "Agent") and a syndicate of Canadian chartered banks (the "Lenders"), providing for (i) a four year committed revolving credit facility in the maximum amount of $400 million (the "Revolving Credit Facility") and (ii) a committed non-revolving bridge facility in the maximum amount of C$225 million (the "Bridge Facility").

The Bridge Facility is to be used to back-stop the portion of the Offer price payable in connection with the Merger that is expected to come from the proceeds of the Offering. The Bridge Facility may be terminated at anytime by GENIVAR unless, as a result, GENIVAR would not have sufficient funds to pay in full the Offer price payable by GENIVAR upon closing of the Merger. Should the Merger not be completed, the maximum amount under the Revolving Credit Facility will be reduced to C$300 million.

The proceeds of the New Credit Facilities will be used to (i) repay any outstanding amounts due under the former credit facility of GENIVAR and to finance a portion of the Offer price, (ii) refinance all or part of the existing indebtedness of WSP, (iii) finance the costs of the Merger, and (iv) generally finance the working capital requirements of GENIVAR. As security for the obligations of GENIVAR under the New Credit Facilities, GENIVAR and certain of its subsidiaries have granted, in favour of the Agent, for the benefit of the Lenders, hypothecs and liens charging all of their present and future movable property. The New Credit Facilities provides for covenants and ratios applicable to GENIVAR on a consolidated basis.

APPENDIX V
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

                                 regulatory authorisations, orders,
                                 recognitions, grants, consents,
                                 clearances, confirmations,
                                 certificates, licences, permissions
    "Authorisations"             or approvals;
                                 Barclays Bank PLC and its
                                 affiliates, acting through its
    "Barclays"                   investment bank;
    "Board of GENIVAR"           board of directors of GENIVAR;
    "Board of WSP"               board of directors of WSP;
                                 a day (other than Saturdays,
                                 Sundays and public holidays in the
                                 UK) on which banks are open for
    "Business Day"               business in the City of London;
                                 Canada, its provinces and
                                 territories and all areas subject
                                 to its jurisdiction and all
    "Canada"                     political sub-divisions thereof;
                                 the reduction of WSP's share
    "Capital Reduction"          capital provided for by the Scheme;
                                 the City Code on Takeovers and
    "City Code" or "Code"        Mergers;
                                 the closing middle market price of
                                 a WSP Share on a particular trading
                                 day as derived from the London
    "Closing Price"              Stock Exchange Daily Official List;
                                 the GENIVAR Group, including the
                                 WSP Group, following the Merger
    "Combined Entity"            becoming effective;
    "Companies Act"              the Companies Act 2006, as amended;
                                 the UK statutory body established
    "Competition Commission"     under the UK Competition Act 1998;
                                 the conditions to the
                                 implementation of the Merger, as
                                 set out in Appendix I to this
                                 announcement and to be set out in
    "Conditions"                 the Scheme Document;
                                 has the meaning given to it in
    "Confidentiality Agreement"  paragraph 13 of this announcement;
                                 the High Court of Justice in
    "Court"                      England and Wales;
                                 the meeting of WSP Shareholders to
                                 be convened pursuant to an order of
                                 the Court under the Companies Act
                                 for the purpose of considering and,
                                 if thought fit, approving the
                                 Scheme, including any adjournment
    "Court Meeting"              thereof;
                                 the order(s) of the Court
                                 sanctioning the Scheme and
                                 confirming the related Capital
    "Court Order(s)"             Reduction;
                                 the system for the paperless
                                 settlement of trades in securities
                                 and the holding of uncertificated
    "CREST"                      securities operated by Euroclear;
                                 the Daily Official List of the
    "Daily Official List"        London Stock Exchange;
                                 has the same meaning as in Rule 8
    "Dealing Disclosure"         of the Code;
                                 the information disclosed by, or on
                                 behalf of WSP, (i) in the annual
                                 report and accounts of the WSP
                                 Group for the financial year ended
                                 31 December 2011; (ii) in this
                                 announcement; (iii) in any other
                                 announcement to a Regulatory
                                 Information Service by, or on
                                 behalf of, WSP prior to the
                                 publication of this announcement;
                                 or (iv) as otherwise fairly
                                 disclosed to GENIVAR (or its
                                 respective directors, officers,
                                 employees, agents or professional
                                 advisers engaged in connection with
                                 the Merger) on or before 5 p.m. on
                                 6 June 2012 (including, but not
                                 limited to, in minutes of any
                                 disclosure meetings that are so
    "Disclosed"                  delivered));
                                 the date on which the Scheme
    "Effective Date"             becomes effective;
    "Euroclear"                  Euroclear UK & Ireland Limited;
                                 the forms of proxy for use at the
                                 Court Meeting and the General
                                 Meeting which will accompany the
    "Forms of Proxy"             Scheme Document;
                                 the Financial Services Authority in
                                 its capacity as the competent
                                 authority for the purposes of Part
    "FSA" or "Financial Services VI of the Financial Services and
    Authority"                   Markets Act 2000;
                                 the general meeting of WSP
                                 Shareholders (including any
                                 adjournment thereof) to be convened
    "General Meeting"            in connection with the Scheme;
                                 GENIVAR Inc. or, where the context
                                 requires, any direct or indirect
                                 wholly-owned subsidiary of GENIVAR
                                 Inc. elected by GENIVAR Inc. and
                                 notified in writing to WSP prior to
                                 posting of the Scheme Document (or,
                                 if applicable, the offer document)
                                 to be the purchaser of WSP pursuant
    "GENIVAR"                    to the Merger;
                                 GENIVAR and its subsidiary
                                 undertakings and, where context
    "GENIVAR Group"              permits, each of them;
                                 International Financial Reporting
    "IFRS"                       Standards;
                                 the rules and regulations made by
                                 the Financial Services Authority in
                                 its capacity as the UKLA under the
                                 Financial Services and Markets Act
                                 2000, and contained in the UKLA's
    "Listing Rules"              publication of the same name;
    "London Stock Exchange"      London Stock Exchange plc;
                                 the merger of the WSP Group and the
                                 GENIVAR Group to be effected
    "Merger"                     pursuant to the Offer;
                                 the recommended cash offer being
                                 made by GENIVAR to acquire the
                                 entire issued and to be issued
                                 ordinary share capital of WSP to be
                                 effected by means of the Scheme
                                 and, where the context admits, any
                                 subsequent revision, variation,
    "Offer"                      extension or renewal thereof;
                                 the offer period (as defined by the
                                 Code) relating to WSP, which
                                 commenced on 7 June 2012 (being the
    "Offer Period"               date of this announcement);
                                 the Official List maintained by the
    "Official List"              UKLA;
    "Opening Position            has the same meaning as in Rule 8
    Disclosure"                  of the Code;
                                 WSP Shareholders (or nominees of,
                                 or custodians or trustees for, WSP
                                 Shareholders) not resident in, or
                                 nationals or citizens of the United
    "Overseas Shareholders"      Kingdom;
    "Panel"                      the Panel on Takeovers and Mergers;
                                 the Registrar of Companies in
    "Registrar of Companies"     England and Wales;
                                 the Uncertificated Securities
                                 Regulations 2001 (SI 2001 number
    "Regulations"                3755) as amended;
    "Regulatory Information      any of the services set out in
    Service"                     Appendix III to the Listing Rules;
                                 subject always to the requirements
                                 of Rule 23.2 of the City Code in
                                 relation to the distribution of
                                 offer documentation to
                                 jurisdictions outside the UK, any
                                 jurisdiction where extension of the
                                 Offer would violate the law of that
    "Restricted Jurisdiction"    jurisdiction;
                                 N.M. Rothschild & Sons Limited,
    "Rothschild"                 trading as Rothschild;
                                 the proposed scheme of arrangement
                                 under Part 26 of the Companies Act
                                 between WSP and the WSP
                                 Shareholders in connection with the
                                 Merger, with or subject to any
                                 modification, addition or condition
                                 approved or imposed by the Court
    "Scheme"                     and agreed by WSP and GENIVAR;
                                 the document to be sent to WSP
                                 Shareholders containing, amongst
                                 other things, the Scheme and the
                                 notices convening the Court Meeting
    "Scheme Document"            and the General Meeting;
                                 the date and time specified in the
                                 Scheme Document by reference to
                                 which entitlement to vote at the
                                 Court Meeting will be determined,
                                 expected to be 6.00 p.m. on the day
                                 which is two days before the Court
                                 Meeting or, if the Court Meeting is
                                 adjourned, 6.00 p.m. on the day
                                 which is two days before the date
    "Scheme Voting Record Time"  of such adjourned Court Meeting;
                                 the Court Meeting and the General
                                 Meeting, and "Shareholder Meeting"
    "Shareholder Meetings"       shall be construed accordingly;
                                 has the meaning given to it in
    "Share Option Deed"          paragraph 13 above;
                                 in relation to an undertaking, a
                                 direct or indirect interest of 20
                                 per cent. or more of the total
                                 voting rights conferred by the
                                 equity share capital (as defined in
                                 section 548 of the Companies Act)
    "Significant Interest"       of such undertaking;
                                 the special resolution to be
                                 proposed at the General Meeting in
    "Special Resolution"         connection with the Scheme;
                                 as that phrase is defined in
    "takeover offer"             section 974 of the Companies Act;
                                 any government, government
                                 department, governmental or
                                 quasi-governmental, supranational,
                                 statutory, regulatory,
                                 environmental or investigative body
                                 or association, institution or
                                 agency (including, without
                                 limitation, any trade agency) or
                                 authority (including, without
                                 limitation, any anti-trust or
                                 merger control authority), any
                                 court or professional or
                                 environmental body or any other
                                 person or body whatsoever in any
    "Third Party"                relevant jurisdiction;
                                 the UK Listing Authority, being the
                                 Financial Services Authority acting
                                 in its capacity as the competent
                                 authority for the purposes of Part
                                 IV of the Financial Services and
    "UKLA"                       Markets Act 2000;
                                 a share or other security recorded
                                 on the relevant register as being
                                 held in uncertificated form in
    "uncertificated" or "in      CREST and title to which, by virtue
    uncertificated form"         of the Regulations, may be
                                 transferred by means of CREST;
                                 the United Kingdom of Great Britain
    "United Kingdom" or "UK"     and Northern Ireland;
                                 the United States of America, its
                                 territories and possessions, any
                                 state of the United States of
                                 America, the District of Columbia
                                 and all other areas subject to its
                                 jurisdiction and any political
    "United States" or "US"      sub-division thereof;
                                 GENIVAR and associated undertakings
                                 and any other body corporate,
                                 partnership, joint venture or
                                 person in which GENIVAR and all
                                 such undertakings (aggregating
                                 their interests) have a Significant
    "Wider GENIVAR Group"        Interest;
                                 WSP and associated undertakings and
                                 any other body corporate,
                                 partnership, joint venture or
                                 person in which WSP and such
                                 undertakings (aggregating their
                                 interests) have a Significant
    "Wider WSP Group"            Interest;
    "WSP"                        WSP Group plc;
    "WSP Directors"              the directors of WSP;
                                 WSP and its subsidiary undertakings
                                 and, where the context permits,
    "WSP Group"                  each of them;
    "WSP Shareholders" or        the registered holders of WSP
    "Shareholders"               Shares;
                                 (a) the WSP Performance Share Plan
                                 2006; and
 
                                 (b) the WSP 1997 Share Option Plan
                                 (including for this purpose the
                                 2000 US Sub-Plan for the WSP 1997
    "WSP Share Option Schemes"   Share Option Plan);
                                 the existing unconditionally
                                 allotted or issued and fully paid
                                 ordinary shares of five pence each
                                 in the capital of WSP and any
                                 further such ordinary shares which
                                 are unconditionally allotted or
                                 issued before the Scheme becomes
    "WSP Shares"                 effective.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "CAD", "C$" and "Canadian Dollars" are to the lawful currency of Canada.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

    Enquiries:

    WSP
    Chris Cole - Chief Executive                      +44-(0)20-7314-5121                                                      
    Peter Gill - Group Finance Director               +44-(0)20-7406-7011
                                       
    Rothschild (WSP's Lead Financial Adviser)
    Paul Simpson                                      +44-(0)20-7280-5000
    Neil Thwaites
    Jonathan Slaughter
                      
    Jefferies Hoare Govett (WSP's Joint Corporate
    Broker and Financial Adviser)
    Nick Adams                                        +44-(0)20-7029-8000
    Paul Nicholls
    Graham Hertrich
               
    Numis Securities (WSP's Joint Corporate Broker)   +44-(0)20-7260-1000
    Heraclis Economides
    Mark Lander
 
    Buchanan (Public relations adviser to WSP)        +44-(0)20-7466-5000
    Charles Ryland
    Nicola Cronk
 
    GENIVAR
    Pierre Shoiry - Chief Executive Officer             +1-(514)-340-0046
    Alexandre L'Heureux - Chief Financial Officer       +1-(514)-340-0046
    Isabelle Adjahi - Director, Communications and  
    Investor Relations                                  +1-(514)-340-0046
                      
    Barclays (GENIVAR's Financial Adviser)
    Mark Todd                                         +44-(0)20-7623-2323
    Trond Lossius                                       +1-(416)-863 8900
    Tom Boardman (Corporate Broking)                 +44-(0) 20-7623-2323

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Recommended Merger of GENIVAR Inc. and WSP Group plc to be Implemented by way of a Cash Offer for WSP Group plc ("WSP") by GENIVAR Inc. ("GENIVAR")

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