Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART 2 (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT UNDER SECTION 897 OF THE COMPANIES ACT.

The Scheme, if implemented, will result in the cancellation of the listing of the RPS Shares on the Official List and of trading of the RPS Shares on the London Stock Exchange’s Main Market for listed securities.

If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or have sold or otherwise transferred all of your RPS Shares, please send this document, together with any accompanying documents (but not any accompanying personalised documents) at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed, or transmitted (in whole or in part) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. If you have sold or transferred part only of your RPS Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or been transferred RPS Shares, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact RPS’ Registrar, Equiniti, by telephoning the helpline, details of which are set out on page 15 of this document, to obtain personalised Forms of Proxy.

The release, publication or distribution of this document and accompanying documents, in whole or in part, directly or indirectly, in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession these documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, RPS, Tetra Tech and Tetra Tech, Inc. disclaim any responsibility or liability for the violation of such restrictions by such persons.

Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Tetra Tech Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus or a prospectus equivalent document. This document does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. Securities may not be offered or sold in the United States unless registered under the US Securities Act (as defined below), and applicable state securities laws or exempt from such registration.

RECOMMENDED CASH ACQUISITION

OF

RPS GROUP PLC (“RPS”)

BY

TETRA TECH UK HOLDINGS LIMITED

(“TETRA TECH”)

(A WHOLLY-OWNED SUBSIDIARY OF TETRA TECH, INC. (“TETRA TECH, INC.”))

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

RPS Shareholders should read carefully the whole of this document, any information incorporated into this document by reference from another source and the accompanying Forms of Proxy. Your attention is drawn to the letter from the Chairman of RPS in Part 1 (Letter from the Chairman of RPS) of this document, which contains the unanimous recommendation of the RPS Directors that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. A letter from Gleacher Shacklock explaining the Tetra Tech Acquisition and the Scheme in greater detail appears in Part 2 (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT at 10.00 a.m. on Thursday 3 November 2022. The Scheme will also require the approval of RPS Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on Thursday 3 November 2022 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Shareholder Meetings are set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document.

The action to be taken by RPS Shareholders in respect of the Shareholder Meetings is set out on pages 12 to 14 of this document. Please read this information carefully.

RPS Shareholders are asked to complete and return the enclosed Forms of Proxy (or appoint a proxy electronically or online as referred to in this document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by RPS’ Registrars, Equiniti, not later than 48 hours before the relevant Shareholder Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

In the case of the Court Meeting, if the BLUE Form of Proxy for the Court Meeting is not lodged by 10.00 a.m. on Tuesday 1 November 2022, it may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting.

In the case of the General Meeting, if the PINK Form of Proxy for the General Meeting is not lodged by 10.15 a.m. on Tuesday 1 November 2022 (by post or transmission of a proxy appointment or voting instruction online, through CREST or via Equiniti’s online facility), it will be invalid.

RPS Shareholders who hold RPS Shares in CREST may also appoint a proxy using CREST or online by following the instructions set out in the Forms of Proxy and on pages 12 to 14 (Action to be taken) of this Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

COURT MEETING AND GENERAL MEETING

Further details regarding attending the Court Meeting and General Meeting and the appointment of a proxy for each relevant Shareholder Meeting, are set out on pages 12 to 14 (Action to be Taken) of this document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Shareholder Meetings, you are therefore strongly encouraged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

Completing and returning the Forms of Proxy, completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at either Shareholder Meeting, or any adjournment of either Shareholder Meeting, if you so wish and are so entitled.

If you have any questions relating to this document (or any information incorporated into this document by reference from another source), the Shareholder Meetings or the completion and return of the Forms of Proxy, please telephone the helpline, details of which are set out on page 15 of this document.

Certain terms used in this document are defined in Part 8 (Definitions). References to times in this document are to London, United Kingdom time unless otherwise stated.

IMPORTANT NOTICES

Merrill Lynch International (“BofA Securities”), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Tetra Tech, Inc. and Tetra Tech in connection with the matters set out in this document and for no one else and will not be responsible to anyone other than Tetra Tech, Inc. and Tetra Tech for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this document or any other matters referred to in this document. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this document, any statement contained herein or otherwise.

Gleacher Shacklock LLP (“Gleacher Shacklock”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RPS and no one else in connection with the Tetra Tech Acquisition and will not be responsible to anyone other than RPS for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Tetra Tech Acquisition or any matter referred to herein.

AEC Advisors LLC (“AEC Advisors”), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission (“SEC”), is acting exclusively as financial adviser to RPS and no one else in connection with the Tetra Tech Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Tetra Tech Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this document.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Tetra Tech, Tetra Tech, Inc. or RPS except where otherwise stated.

The Tetra Tech Acquisition shall be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the Listing Rules, the London Stock Exchange and the Financial Conduct Authority.

The statements contained in this document are not to be construed as legal, business, financial or tax advice.

Overseas Shareholders

This document has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and 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 jurisdictions outside England and Wales.

The release, publication, or distribution of this document in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any jurisdiction other than the United Kingdom. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Unless otherwise determined by Tetra Tech or Tetra Tech, Inc., or required by the Takeover Code, and permitted by applicable law and regulation, the Tetra Tech Acquisition 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 Tetra Tech Acquisition by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Tetra Tech Acquisition 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 document and all documents relating to the Tetra Tech Acquisition (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. Doing so may render invalid any related purported vote in respect of the Tetra Tech Acquisition. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. If the Tetra Tech Acquisition is implemented (with the consent of the Takeover Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email 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 Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Tetra Tech Acquisition to RPS 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay.

Additional information for US investors

RPS Shareholders in the United States should note that the Tetra Tech Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Tetra Tech Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if Tetra Tech were to elect to implement the Tetra Tech Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Tetra Tech and no one else.

In the event that the Tetra Tech Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Tetra Tech or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of RPS outside the United States, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Tetra Tech or its or its nominees, or its brokers (acting as agents), will not be made at prices higher than the price of the Tetra Tech Acquisition provided in this document unless the price of the Tetra Tech Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

This document does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States. Neither the Tetra Tech Acquisition nor this document have been approved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgment upon the fairness or the merits of the Tetra Tech Acquisition, or determined if this document is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Tetra Tech Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Except where otherwise indicated, financial information relating to RPS and/or the RPS Group included in this document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Tetra Tech, Inc. is incorporated under the laws of Delaware and RPS is organised under the laws of England and Wales. Some or all of the officers and directors of Tetra Tech, Inc. Tetra Tech and RPS may be residents of countries other than the United States. In addition, most of the assets of RPS are located outside the United States. As a result, it may be difficult for US shareholders of RPS to effect service of process within the United States upon Tetra Tech, Inc., Tetra Tech and RPS or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Additional information for Canadian investors

Holders of RPS Shares resident or located in Canada should note that the Tetra Tech Acquisition relates to shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for under the laws of England and Wales (although Tetra Tech reserves the right to implement the Tetra Tech Acquisition by way of a Takeover Offer, subject to the Takeover Panel’s consent). A transaction implemented by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to takeover bids. Accordingly, the Tetra Tech Acquisition is subject to applicable disclosure and other procedural requirements and practices applicable in the United Kingdom, which differ from those applicable to takeover bids under Canadian provincial securities laws. Except where otherwise indicated, the financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in Canada. If the Tetra Tech Acquisition is implemented by way of a Takeover Offer, that offer will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws. The receipt of cash pursuant to the Tetra Tech Acquisition by a Canadian holder as consideration for the transfer of its RPS Shares pursuant to the Scheme may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other tax laws. Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Tetra Tech Acquisition applicable to them. RPS is located in a country other than Canada, and some or all of its officers and directors may be residents of a country other than Canada. It may be difficult for Canadian holders of RPS Shares to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organised under the laws of a foreign jurisdiction or resides outside Canada, even if the party has appointed an agent for service of process.

Cautionary note regarding forward-looking statements

This document (including information incorporated by reference in this document), oral statements made regarding the Tetra Tech Acquisition, and other information published by RPS, Tetra Tech or any member of the Wider Tetra Tech Group or Wider RPS Group contains statements which are, or may be deemed to be, “forward-looking statements” under applicable securities laws. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this document relate to future events, including RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Tetra Tech Acquisition, certain plans and objectives of the boards of directors of RPS, Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group, expectations regarding whether the Tetra Tech Acquisition will be completed, including whether any conditions to Completion will be satisfied, and the anticipated timing for Completion, the expected effects of the Tetra Tech Acquisition on RPS, Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group; as well as the financial condition, results of operations and businesses of Tetra Tech, any member of the Wider Tetra Tech Group, RPS or the Wider RPS Group following the implementation of the Tetra Tech Acquisition, and other statements other than historical facts. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, synergies, indebtedness, financial condition, dividend policy, losses and future prospects of RPS, Tetra Tech, the Wider Tetra Tech Group, the Wider RPS Group and/or the Enlarged Group; (ii) business and management strategies and the expansion and growth of RPS’, Tetra Tech’s, any member of the Wider Tetra Tech Group’s, the Wider RPS Group’s and/or the Enlarged Group’s operations, benefits and potential synergies resulting from the Tetra Tech Acquisition; (iii) expectations regarding the integration of the Wider RPS Group and timing thereof; (iv) expectations regarding anticipated cost savings, operating efficiencies and operational, competitive and cost synergies, and the manner of achieving such synergies; and (v) the effects of global economic conditions and governmental regulation on RPS’, Tetra Tech’s, any member of the Wider Tetra Tech Group’s, the Wider RPS Group’s or the Enlarged Group’s businesses. In some cases, these forward-looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Such forward-looking statements reflect current beliefs of management of RPS, Tetra Tech, Inc. or Tetra Tech, as applicable, and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While RPS, Tetra Tech, Inc. and Tetra Tech consider these factors and assumptions to be reasonable based on information available as at the date hereof, actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in, and assumptions about, the global, political, economic, business, competitive, market and regulatory forces and conditions, future exchange and interest rates, changes in tax rates, future business combinations or disposals, any epidemic, pandemic or disease outbreak, the satisfaction of the conditions to Completion on the proposed terms and schedule, the state of the global economy and the economies of the regions in which RPS, Tetra Tech, the Wider Tetra Tech Group and/or the Wider RPS Group operate, the state of and access to global and local capital and credit markets, the availability of borrowings to be drawn down under, and the utilisation of, various elements and components of Tetra Tech’s financing plan in accordance with their respective terms; the sufficiency of Tetra Tech’s, the Wider Tetra Tech Group’s or the Wider RPS Group’s liquidity and working capital requirements for the foreseeable future; the ability of the Wider Tetra Tech Group and the Wider RPS Group to successfully integrate their respective businesses, processes, systems and operations and retain key employees, the Enlarged Group’s ability to make acquisitions and its ability to integrate or manage such acquired businesses, and the anticipated impacts of the COVID-19 pandemic and the Russia-Ukraine war on RPS’, Tetra Tech’s, the Wider Tetra Tech Group’s, the Wider RPS Group’s or the Enlarged Group’s businesses, operating results, cash flows and/or financial condition, including the effect of measures implemented as a result of the COVID-19 pandemic and the Russia-Ukraine war and, as relates to Tetra Tech and Tetra Tech, Inc. specifically, risks, uncertainties and assumptions relating to the potential failure to realise anticipated benefits from the Tetra Tech Acquisition, currency exchange risk and foreign currency exposure related to the purchase price of the Tetra Tech Acquisition, the absence of deal protection mechanisms under the Tetra Tech Acquisition, Tetra Tech’s and Tetra Tech, Inc.’s reliance upon information provided by RPS in connection with the Tetra Tech Acquisition and publicly available information, risks associated with historical and pro forma financial information, potential undisclosed costs or liabilities associated with the Tetra Tech Acquisition, Tetra Tech, Tetra Tech, Inc. or RPS being adversely impacted during the pendency of the Tetra Tech Acquisition, and change of control and other similar provisions and fees; Tetra Tech’s and Tetra Tech, Inc.’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the Tetra Tech Acquisition, Tetra Tech’s and Tetra Tech, Inc.’s ability to otherwise complete the integration of RPS within anticipated time periods and at expected cost levels, Tetra Tech’s and Tetra Tech, Inc.’s ability to attract and retain key employees in connection with the Tetra Tech Acquisition, management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Tetra Tech Acquisition and resulting impact on growth and accretion in various financial metrics, the realisation of the expected strategic, financial and other benefits of the Tetra Tech Acquisition in the timeframe anticipated, the accuracy and completeness of public and other disclosure (including financial disclosure) by RPS. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Accordingly, Tetra Tech and RPS can give no assurance that such expectations, estimations or projections will prove to be correct and such forward-looking statements should therefore be construed in the light of such factors. Tetra Tech and RPS caution that the foregoing list of risk factors is not exhaustive. Neither RPS nor any of Tetra Tech or any member of the Wider Tetra Tech Group or the Wider RPS Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document shall actually occur or that actual results will be consistent with forward-looking statements. Given these risks and uncertainties, readers should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this document. All subsequent oral or written forward-looking statements attributable to any member of the Tetra Tech Group or RPS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Tetra Tech and RPS expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this document (or any information incorporated by reference into this document from another source) is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per ordinary share for Tetra Tech or RPS, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Tetra Tech or RPS, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by RPS Shareholders, persons with information rights and other relevant persons for the receipt of communications from RPS may be provided to Tetra Tech or Tetra Tech, Inc. during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Publication on websites and availability of hard copies

This document, together with any information incorporated into this document by reference to another source, will be available (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on the following websites during the course of the Tetra Tech Acquisition:

RPS Shareholders, persons with information rights in RPS, participants in the RPS Share Plans and any other person to whom this document has been sent, may request a hard copy of this document (and any information incorporated in this document by reference to another source), free of charge: (i) by telephoning Equiniti on +44 (0)345 504 9911; or (ii) by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tetra Tech Acquisition nor give any financial, legal or tax advice. For persons who receive a copy of this document in electronic form or via a website notification, a hard copy of this document and any such information incorporated in it by reference to another source will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Tetra Tech Acquisition should be in hard copy form.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Incorporation of information by reference into this document

Part 4 (Financial and Ratings Information) of this document sets out which sections of certain documents are incorporated by reference into, and form part of, this document.

Time

All times shown in this document are London times, unless otherwise stated.

General

If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

Date

This document is dated 11 October 2022.

CONTENTS

ACTION TO BE TAKEN

For the reasons set out in this document, the RPS Directors, who have been so advised by Gleacher Shacklock and AEC Advisors as to the financial terms of the Tetra Tech Acquisition, consider the terms of the Tetra Tech Acquisition to be fair and reasonable and consider the terms of the Tetra Tech Acquisition to be in the best interests of RPS Shareholders as a whole. In providing their financial advice to the RPS Directors, Gleacher Shacklock and AEC Advisors have taken into account the commercial assessments of the RPS Directors. Gleacher Shacklock is providing independent financial advice to the RPS Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, in order to implement the Tetra Tech Acquisition, the RPS Directors unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Resolution proposed at the General Meeting, and that you take the action described below. The RPS Directors have withdrawn their recommendation of the WSP Offer.

These pages should be read in conjunction with the rest of this document and, in particular, paragraph 13.12 (Action to be taken) of Part 2 (Explanatory Statement) of this document and the notices of the Court Meeting and the General Meeting at Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, including through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

DOCUMENTS

Please check you have received the following with this document:

If you have not received these documents, please contact RPS’ Registrars, Equiniti, on the helpline, details of which are set out on page 15 of this document.

VOTING AT THE COURT MEETING AND THE GENERAL MEETING

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT at 10.00 a.m. on Thursday 3 November 2022. The Scheme will also require the approval of RPS Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on Thursday 3 November 2022 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Shareholder Meetings are set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document. Upon the Scheme becoming Effective, it will be binding on all Scheme 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).

Scheme Shareholders and RPS Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below.

RPS Shareholders are entitled to appoint a proxy in respect of some or all of their RPS Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. RPS Shareholders who wish to appoint more than one proxy in respect of their holding of RPS Shares should contact Equiniti for further Forms of Proxy or photocopy the Forms of Proxy as required.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or via Equiniti’s online facility) will not prevent you from attending and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

Scheme Shareholders and RPS Shareholders are required to submit or amend proxy voting instructions in respect of the relevant Shareholder Meeting not later than 48 hours before the relevant Shareholder Meeting (excluding any part of such 48 hour period falling on a day that is not a working day) (or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Shareholder Meeting). In the case of the Court Meeting only, Scheme Shareholders who have not cast or amended their proxy voting instructions by this time may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(a)      Sending Forms of Proxy by Post

Whether or not you plan to attend the Shareholder Meetings, please complete the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received by no later than:

or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day. A reply- paid envelope is provided for use in the United Kingdom only.

Forms of Proxy returned by fax will not be accepted.

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

If the PINK Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

(b)      Electronic appointment of proxies through CREST

If you hold your RPS Shares in CREST and wish to appoint a proxy or proxies for the Shareholder Meetings (or any adjournment(s)) by using the CREST electronic proxy appointment service, you may do so by using the procedures set out in the CREST Manual (please also refer to the accompanying notes on the notices of each Shareholder Meeting set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document). In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual.

Proxies submitted electronically through CREST (CREST Participant ID RA19) must be sent as soon as possible, and in any event, so as to be received by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day). No message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

In the case of the Court Meeting only, if the CREST proxy or instruction is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

In the case of the General Meeting only, if the CREST proxy or instruction is not received by this time, it will be invalid.

(c)       Online appointment of proxies

RPS Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to www.sharevote.co.uk (“Sharevote”), selecting “Register for the Share Portal” and entering “RPS” in the box provided. To use Sharevote, you will need the Voting ID, Task ID and Shareholder Reference Number contained on the proxy card. Shareholders who have registered with Equiniti’s online portfolio service, Shareview, can appoint their proxy electronically by logging onto their portfolio at www.shareview.co.uk using their usual user ID and password by clicking on the “My Investments” page, then clicking on the link to vote, then following the on-screen instructions.

For an electronic proxy to be valid, your appointment must be received by Equiniti by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

Any electronic communication found to contain a computer virus will not be accepted.

In the case of the Court Meeting only, if the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

In the case of the General Meeting only, if the electronic proxy appointment is not received by this time, it will be invalid.

Completing and returning the Forms of Proxy, or completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at the Shareholder Meetings, or any adjournment of the Shareholder Meetings, if you so wish and are so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF SCHEME SHAREHOLDERS. WHETHER OR NOT YOU INTEND TO ATTEND AND/OR VOTE AT THE SHAREHOLDER MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR TRANSMIT A PROXY INSTRUCTION (EITHER ELECTRONICALLY OR THROUGH CREST) AS SOON AS POSSIBLE AND, IN ANY EVENT, BY NO LATER THAN 10.00 A.M. ON TUESDAY 1 NOVEMBER 2022 IN THE CASE OF THE COURT MEETING AND BY 10.15 A.M. ON TUESDAY 1 NOVEMBER 2022 IN THE CASE OF THE GENERAL MEETING (OR IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE ADJOURNED MEETING, IN EACH CASE EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A DAY THAT IS NOT A WORKING DAY).

RPS SHARE PLANS

Participants in the RPS Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the RPS Share Plans and, where required, appropriate proposals will be made to such participants. A summary of the effect of the Scheme on outstanding RPS Options and the appropriate proposals being made, where required, to the holders of RPS Options is set out in paragraph 10 (Effect of the Tetra Tech Acquisition on RPS Share Plans) of Part 2 (Explanatory Statement) of this document.

HELPLINE

If you have any questions relating to this document (or any information incorporated into this document by reference from another source), the Shareholder Meetings or the completion and return of the Forms of Proxy, please telephone Equiniti on +44 (0)345 504 9911. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tetra Tech Acquisition or give any financial, legal or tax advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme based on RPS’, Tetra Tech’s and Tetra Tech, Inc.'s current expected dates for implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/ or times will be notified to RPS Shareholders by announcement through a Regulatory Information Service.

The following times and dates associated with the Scheme are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either satisfied or (if capable of waiver) waived in respect of the Scheme; (ii) the Court sanctions the Scheme; and (iii) the Court Order(s) sanctioning the Scheme are delivered to the Registrar of Companies. RPS will give adequate notice of any change(s) by issuing an announcement through a Regulatory Information Service (with such announcement being made available on RPS’ website at https://www.rpsgroup.com/) and, if required by the Takeover Panel, send notice of the change(s) to Shareholders and other persons with information rights and, for information only, to participants in the RPS Share Plans. Further updates and changes to these times will be notified in the same way. Please see also note (1) below.

PART 1  

LETTER FROM THE CHAIRMAN OF RPS

(Incorporated in England and Wales with registered number 2087786)

11 October 2022

To all holders of RPS Shares and, for information only, to the holders of options or awards under the RPS Share Plans and persons with information rights in RPS

Dear Shareholder,

Recommended cash acquisition of RPS by Tetra Tech

1.          Introduction

On 8 August 2022, the boards of WSP Global, WSP Holdings and RPS announced that they had reached agreement on the terms of a recommended cash offer pursuant to which WSP Holdings, or another wholly- owned subsidiary of WSP Global, would acquire the entire issued and to be issued share capital of RPS, to be implemented by a scheme of arrangement (the “WSP Offer”). The scheme document in respect of the WSP Offer was published on 1 September 2022.

On 23 September 2022, the boards of Tetra Tech, Inc., Tetra Tech and RPS announced they had reached agreement on the terms of a higher recommended cash acquisition pursuant to which Tetra Tech (a wholly owned subsidiary of Tetra Tech, Inc.) would acquire the entire issued and to be issued share capital of RPS. The Tetra Tech Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

I am writing to you today to set out the terms, and provide further details, of the Tetra Tech Acquisition and the background to and reasons why the RPS Directors consider the terms of the Tetra Tech Acquisition to be fair and reasonable and unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, both of which will be held on Thursday 3 November 2022 at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

2.          Summary of the terms of the Tetra Tech Acquisition

Under the terms of the Tetra Tech Acquisition, which is subject to the Conditions and further terms set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document, RPS Shareholders will be entitled to receive:

for each Scheme Share 222 pence in cash (the “Acquisition Price”)

The Acquisition Price represents a premium of approximately:

The Tetra Tech Acquisition values the entire issued and to be issued share capital of RPS at approximately £636 million.

The Tetra Tech Acquisition represents a multiple of approximately 16.0x the RPS Group’s Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 or 10.7x the RPS Group’s estimated Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 once the full benefit of expected synergies are taken into account.

The Acquisition Price further represents a premium of approximately 89.7 per cent. to the Closing Price per RPS Share of 117 pence on 8 August 2022 (being the last Business Day prior to the start of the Offer Period).

3.           Background to and reasons for the RPS Directors’ recommendation 

At the time of the WSP Offer, the RPS Directors concluded that the WSP Offer represented a full value for RPS and its intrinsic value based on its future prospects and provided the opportunity for RPS Shareholders to realise a significant premium and a certain valuation in cash.

The Tetra Tech offer is a material increase and represents a significantly higher cash price per share to RPS Shareholders.

Against this backdrop, the RPS Directors have carefully considered the terms of Tetra Tech’s offer and note that the cash consideration of 222 pence per RPS Share represents:

Furthermore, the RPS Directors have also had regard to the Tetra Tech Group’s intentions for the business, management and employees of RPS. The RPS Directors are pleased to note the importance attached by the Tetra Tech Group to the skills, knowledge and expertise of RPS’ management and employees in executing its acquisition strategy.

Accordingly, following careful consideration, the RPS Directors unanimously recommend the Tetra Tech Acquisition to RPS Shareholders and have withdrawn their recommendation of the WSP Offer. In light of their recommendation of the Tetra Tech Acquisition, the RPS Directors have postponed the WSP Shareholder Meetings, as announced on 23 September 2022.

4.           Irrevocable undertakings and letter of intent

Tetra Tech, Inc. and Tetra Tech have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Tetra Tech Acquisition by way of a Takeover Offer, to accept such offer) from Aberforth Partners LLP (acting in its capacity as a discretionary fund manager for clients) (“Aberforth”), The Wellcome Trust Limited (as trustee of The Wellcome Trust) (“The Wellcome Trust”), M&G Investment Management Ltd (“M&G”) and Artemis Investment Management LLP (acting in its capacity as investment adviser for and on behalf of Artemis UK Smaller Companies Fund) (“Artemis”) in respect of a total of 60,315,982 RPS Shares, representing, in aggregate, approximately 21.73 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).

Tetra Tech, Inc. and Tetra Tech have also received a non-binding letter of intent from RWC Asset Management LLP (“RWC”) indicating their intent to support the Tetra Tech Acquisition by way of the Scheme, in respect of a total of 16,106,118 RPS Shares, representing approximately 5.80 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).

Therefore, as at the Announcement Date, Tetra Tech Inc. and Tetra Tech have received irrevocable undertakings and letters of intent in respect of a total of 76,422,100 RPS Shares, representing, in aggregate, approximately 27.53 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).¹

Aberforth and The Wellcome Trust no longer intend to comply with their respective irrevocable undertaking each dated 8 August 2022 and granted to WSP Global and WSP Holdings in respect of the WSP Offer.

Further details of these irrevocable undertakings and the letter of intent are set out in paragraph 8 (Irrevocable Undertakings and Letter of Intent) of Part 5 (Additional Information) of this document.

5.           Background to and reasons for the Tetra Tech Acquisition

The Tetra Tech Directors and the Tetra Tech, Inc. Directors believe that the combination of RPS and the Tetra Tech Group will bring each other a number of benefits, which will position the Enlarged Group to further drive growth and value:

RWC has since disposed of 6,000,000 RPS Shares. As a result, the non-binding letter of intent from RWC is now in respect of its remaining holding of 10,106,118 RPS Shares, representing approximately 3.64 per cent. of RPS’ issued share capital as at 10 October 2022 (being the latest practicable date prior to the date of this document).

6.           Strategic plans for RPS, its directors, management, employees, pensions, and locations

As summarised at paragraph 5 (Background to and reasons for the Tetra Tech Acquisition) of this Part 1 (Letter from the Chairman of RPS) of this document, the Tetra Tech Group believes that the combination of RPS and the Tetra Tech Group will bring both companies a number of benefits, which will better position the Enlarged Group as the technically differentiated leader in the markets it serves. The Tetra Tech Group’s intention is for the RPS business to be integrated as part of the Enlarged Group, providing an opportunity for the Enlarged Group to accelerate future growth in a number of key markets focused on energy transformation and environmental management as well as geographies primarily in the UK, Europe and Australia. This growth should result not only from investments in the ongoing business but also from strategic acquisitions focused on environmental and climate change priorities, sustainable resources, digital technology and advance data analytics.

Prior to the Announcement Date, the Tetra Tech Group has been granted access to targeted information and RPS’ senior management for the purposes of confirmatory due diligence. The Tetra Tech Group has, however, not yet had access to sufficiently detailed information from this review to formulate detailed plans or intentions regarding the impact of the Tetra Tech Acquisition on RPS and its business. The Tetra Tech Group intends to work with RPS’ management team to undertake a detailed strategic evaluation of RPS and its business (with a relatively broad remit), with a focus on the ERP system. As a result, the Tetra Tech Group’s preliminary assessment of potential synergy opportunities for the Tetra Tech Acquisition is primarily based on its own perspectives, previous acquisition experience and publicly available information. Based on the foregoing, the Tetra Tech Group anticipates that cost synergies will be achieved through:

Based on its initial assessment of the information made available through due diligence, the Tetra Tech Group estimates that the costs required to realise the cost synergies set out above will be in the range of approximately £16 million in aggregate. The Enlarged Group will also present an enhanced suite of services to clients and, in addition, the Tetra Tech Group will transition RPS onto its IT/ERP systems in order to provide a more effective, robust and efficient platform by which the combined operations can work together.

The Tetra Tech Group has not yet been able to carry out a detailed strategic evaluation of RPS and its business (which is intended to take up to 12 months from Completion) or made any decisions in relation to specific actions that may be taken as a result, but does not intend to change the focus of such evaluation prior to its completion, with the full cost synergies expected to be achieved over a 24-month period after the Effective Date and 50 per cent. to be realised within the first 12 months after the Effective Date. Through these anticipated cost synergies, improved efficiencies and revenue opportunities as part of the Enlarged Group, the Tetra Tech Group intends to improve the RPS Group’s profit margins to the same level as the Tetra Tech Group’s.

Directors, management and employees

The Tetra Tech Group attaches great importance to the technical skills, expertise and experience of the existing management and employees of RPS, and the Tetra Tech Group believes that they will be a key factor in maximising the opportunities and benefits the Tetra Tech Acquisition will create for the Enlarged Group. The Tetra Tech Group also recognises the value of the RPS Group’s professionals, noting that the RPS Group’s brand and culture are also largely a reflection of the quality of these employees.

The Tetra Tech Group recognises, however, that in order for the Tetra Tech Acquisition to achieve the intended benefits and generate cost savings for the Enlarged Group, some corporate, administrative and support function efficiencies, including investment in systems and processes, may be implemented across the Enlarged Group following Completion. Accordingly, it is anticipated that there would be a potential reduction in third-party administrative costs from overhead support and corporate management activities and some targeted reductions in headcount of duplicative corporate functions across the Enlarged Group. These third-party costs and headcount reductions will predominantly come from overhead support and corporate management activities, and will be mainly driven by the optimisation of duplicative functions (with headcount reductions anticipated to be approximately 125 employees representing approximately 0.5 per cent. from the combined employee base across the Enlarged Group). The Tetra Tech Group recognises the core role the RPS Group’s professional services employees have in driving the RPS Group’s success, viewing the Tetra Tech Acquisition as an opportunity to build the best team of professional service employees, and as such does not expect any material changes to the headcount of these client-facing individuals.

The finalisation and implementation of any reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, in accordance with all relevant legal obligations. The Tetra Tech Group intends to approach the employee and management integration process with the aim of retaining, motivating and further developing the best talent across the Enlarged Group.

The Tetra Tech Group plans to fully observe, following the Effective Date, contractual and statutory employment rights, including in relation to pensions (and does not intend to change any contractual contributions in respect of these), of all RPS employees. The Tetra Tech Group does not intend to make any material changes to the conditions of employment of the employees (or the balance of skills and functions of employees and management) of the RPS Group. In particular, the Tetra Tech Group intends for the current employer contributions for the funding of the RPS Group’s pension schemes (including the funding of any scheme deficit in the RPS Group’s only defined benefit pension scheme in Norway, which is currently closed to the admission of new members and the Tetra Tech Group does not intend to reopen such scheme to the admission of new members) to continue on their current terms without change until the next actuarial valuation of this scheme is obtained in accordance with applicable legislation.

Proposals regarding incentivisation arrangements for management and employees of RPS will be considered as part of the integration review, following the Effective Date. There are no such proposed incentivisation arrangements for management at this time, and no discussions have yet taken place, or will take place prior to the Effective Date.

On the Effective Date, it is intended that the non-executive directors of RPS will resign.

Headquarters, locations and fixed assets

Following the Effective Date, the Tetra Tech Group’s headquarters will continue to be in Pasadena, California, which will serve as the head office of the Enlarged Group. The RPS Group currently has its headquarters in Abingdon, Oxford, which the Tetra Tech Group intends to maintain as a regional hub and will use the location to support the local region.

The Tetra Tech Group intends to leverage the Enlarged Group’s global presence and may consolidate offices where feasible in the geographies of Australia, North America and the UK to effect a modest reduction in property expenses (albeit these cannot be quantified at this time), and to enable colleagues to work more closely together. The Enlarged Group, irrespective of the combination of offices in close proximity to each other, will continue to focus on remaining close to clients across Australia, North America and the UK such that it intends to maintain a substantive presence across multiple locations.

Other than as described above, the Tetra Tech Group has no intention of effecting a material change to RPS’ strategic plans, operations or locations of the business. In addition, the Tetra Tech Group does not have any firm intentions regarding any redeployment of RPS’ fixed assets.

Research and development

RPS does not currently have a research and development function and the Tetra Tech Group does not have any plans in this regard.

De-listing

RPS is currently listed on the Official List and, as set out in paragraph 15 below, application will be made to the London Stock Exchange to cancel trading in RPS Shares and de-list RPS from the Official List. RPS will then be re-registered as a private company. This will both save the costs incurred with the listing and give RPS the flexibility to make more significant changes to its strategy, financing and structure than may be possible with the constraints and distractions associated with a listed company.

Views of the RPS Board

In considering the recommendation of the Tetra Tech Acquisition to RPS Shareholders, the RPS Directors have given due consideration to Tetra Tech’s intentions for the RPS Group, including employees. The RPS Directors are pleased to note the importance attached by Tetra Tech to the skills, knowledge and expertise of RPS’ management and employees and note Tetra Tech’s intentions with respect to the future operations of the business and its employees as well as its intention to observe the existing contractual and statutory employment rights of RPS employees. Additionally, the RPS Board notes Tetra Tech’s intention to work with the RPS leadership in relation to the integration of the RPS Group.

7.           Dividends

If, on or after the Announcement Date and on or prior to the Effective Date, any dividend, distribution or other return of value is declared, made, or paid, or becomes payable by RPS, the Acquisition Price will be reduced accordingly. In such circumstances, RPS Shareholders will be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. For the avoidance of doubt, the interim dividend of 0.45 pence per RPS Share declared by RPS on 9 August 2022 which is being paid on the date of publication of this document to those RPS shareholders who were on the register of members at the close of business on 16 September 2022 will not be deducted from the Acquisition Price.

8.           RPS Share Plans

The Tetra Tech Acquisition will extend to any RPS Shares unconditionally allotted, issued or transferred prior to the Scheme Record Time to satisfy the exercise of options or vesting of awards granted under the RPS Share Plans, where such RPS Shares are Scheme Shares.

Further details in relation to the effect of the Tetra Tech Acquisition on RPS Options can be found in paragraph 10 (Effect of the Tetra Tech Acquisition on RPS Share Plans) of Part 2 (Explanatory Statement) of this document. Participants in the RPS Share Plans will receive separate letters explaining the effect of the Scheme on their rights under the RPS Share Plans, the actions they may take in respect of such RPS Options and, where required, the appropriate proposals being made to such participants in respect of their RPS Options.

9.           The Scheme, the Shareholder Meetings and the Conditions

The Tetra Tech Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between RPS and Scheme Shareholders, made under Part 26 of the Companies Act (although Tetra Tech reserves the right to implement the Tetra Tech Acquisition by means of a Takeover Offer, subject to the consent of the Takeover Panel).

The purpose of the Scheme is to provide for Tetra Tech to become the owner of the entire issued and to be issued ordinary share capital of RPS. Following the Scheme becoming Effective, the Scheme Shares will be transferred to Tetra Tech, in consideration for which Scheme Shareholders whose names appear on the register of members of RPS at the Scheme Record Time will receive 222 pence per Scheme Share in cash.

RPS Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the RPS Articles be amended so that, among other things, RPS Shares issued after the Scheme Record Time other than to a member of the Tetra Tech Group (or any nominee thereof) will be automatically acquired by Tetra Tech on the same terms as under the Scheme.

To become Effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), which has been convened with the permission of the Court, and the passing of the Resolution at the General Meeting (or any adjournment thereof).

The Conditions in paragraph 2 of Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document provide that the Scheme will lapse if:

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Tetra Tech, and the deadline for the Scheme to become effective may be extended by agreement between RPS and Tetra Tech with the consent of the Takeover Panel and, if required, the Court.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

The Tetra Tech Acquisition and the Scheme is also subject to the other terms and Conditions set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document, including the receipt of the relevant foreign investment clearances in Australia and the United Kingdom, in each case to the extent required.

Once the necessary approvals from RPS Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective only upon a copy of the Court Order being delivered to the Registrar of Companies. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective by the end of 2022.

Whether or not a Scheme Shareholder votes in favour of the resolutions to be proposed at the Shareholder Meetings, if the Scheme becomes Effective, it will be binding on all Scheme Shareholders holding Scheme Shares as at the Scheme Record Time.

Scheme Shares held as at the Scheme Record Time will be transferred to Tetra Tech and the consideration due under the terms of the Tetra Tech Acquisition will be despatched to Scheme Shareholders who held Scheme Shares at the Scheme Record Time within 14 days of the Effective Date.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Shareholder Meetings, you are therefore strongly encouraged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

If the Scheme is not Effective on or before the Long-stop Date, the Scheme will not be implemented and the Tetra Tech Acquisition will not proceed.

The Scheme is governed by English law and is subject to the jurisdiction of the Courts of England and Wales. The Scheme shall also be subject to the applicable requirements of the Takeover Code, the Takeover Panel and the London Stock Exchange.

Further details of the Scheme, the Shareholder Meetings and the Conditions are set out in paragraph 13 (The Scheme, the Shareholder Meetings and the Conditions) of Part 2 (Explanatory Statement) of this document.

10.        United Kingdom Taxation

Your attention is drawn to Part 7 (United Kingdom Taxation) of this document which contains a summary of limited aspects of the UK tax treatment of the Scheme. That summary relates only to the position of certain categories of Scheme Shareholders (as explained further in Part 7 (United Kingdom Taxation) of this document), does not constitute tax advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme. If you are in any doubt as to your tax position, or if you are subject to taxation in any jurisdiction other than the UK, you should consult an appropriately qualified professional adviser.

11.        Overseas Shareholders

Persons resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom should refer to paragraph 17 (Overseas Shareholders) of Part 2 (Explanatory Statement) of this document.

12.        Action to be taken

Details of the Shareholder Meetings to be held and the action to be taken in respect of the Scheme are set out on pages 12 to 14 and in paragraph 13 (The Scheme, the Shareholder Meetings and the Conditions) of Part 2 (Explanatory Statement) of this document.

13.        Recommendation

On 8 August 2022, the boards of WSP Global, WSP Holdings and RPS announced that they had reached agreement on the terms of a recommended cash offer pursuant to which WSP Holdings, or another wholly-owned subsidiary of WSP Global, would acquire the entire issued and to be issued share capital of RPS, to be implemented by a scheme of arrangement (the “WSP Offer”). The scheme document in respect of the WSP Offer was published on 1 September 2022 which included a unanimous recommendation from the RPS Directors to the RPS Shareholders to vote in favour of the WSP Offer at the WSP Shareholder Meetings.

In light of the superior proposal from Tetra Tech as compared to the WSP Offer, the RPS Directors, who have been so advised by Gleacher Shacklock and AEC Advisors as to the financial terms of the Tetra Tech Acquisition, consider the terms of the Tetra Tech Acquisition to be fair and reasonable. In providing their financial advice to the RPS Directors, Gleacher Shacklock and AEC Advisors have taken into account the commercial assessments of the RPS Directors. Gleacher Shacklock is providing independent financial advice to the RPS Directors for the purposes of Rule 3 of the Takeover Code. In addition, the RPS Directors consider the terms of the Tetra Tech Acquisition to be in the best interests of RPS Shareholders as a whole.

Accordingly, the RPS Directors recommend unanimously that RPS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The RPS Directors have withdrawn their recommendation of the WSP Offer and have postponed the WSP Shareholder Meetings, as announced on 23 September 2022. The RPS Directors unanimously support and intend to take the relevant actions to implement the Tetra Tech Acquisition.

14.        Further information

Please read carefully the remainder of this document (and the information incorporated by reference into this document), in particular: (i) the letter from Gleacher Shacklock set out in Part 2 (Explanatory Statement) of this document, being the explanatory statement made in compliance with section 897 of the Companies Act; (ii) the Conditions and further terms set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document; (iii) the additional information set out in Part 5 (Additional Information) of this document; and (iv) the full text of the Scheme as set out in Part 6 (The Scheme of Arrangement) of this document. The information in this letter and/or the accompanying Forms of Proxy are not a substitute for reading the remainder of this document.

Yours faithfully

Kenneth Lever

RPS Group plc

Forms of Proxy are not a substitute for reading the remainder of this document.

Yours faithfully

Kenneth Lever

RPS Group plc

PART 2  

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act)

Gleacher Shacklock LLP

Cleveland House
33 King Street
London SW1Y
6RJ

11 October 2022

To all holders of RPS Shares and, for information only, to the holders of options or awards under the RPS Share Plans and persons with information rights in RPS

Dear RPS Shareholder,

Recommended cash acquisition of RPS by Tetra Tech

1.           Introduction

On 8 August 2022, the boards of WSP Global, WSP Holdings and RPS announced that they had reached agreement on the terms of a recommended cash offer pursuant to which WSP Holdings, or another wholly- owned subsidiary of WSP Global, would acquire the entire issued and to be issued share capital of RPS, to be implemented by a scheme of arrangement (the “WSP Offer”). The scheme document in respect of the WSP Offer was published on 1 September 2022.

On 23 September 2022, the boards of Tetra Tech, Inc., Tetra Tech and RPS announced they had reached agreement on the terms of a higher recommended cash acquisition pursuant to which Tetra Tech (a wholly- owned subsidiary of Tetra Tech, Inc.) would acquire the entire issued and to be issued share capital of RPS. The Tetra Tech Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

We have been authorised by the RPS Directors to write to you to explain the terms of the Tetra Tech Acquisition and the Scheme and to provide you with other relevant information.

In light of the superior proposal from Tetra Tech as compared to the WSP Offer, the RPS Directors, who have been so advised by Gleacher Shacklock and AEC Advisors on the financial terms of the Tetra Tech Acquisition, consider the terms of the Tetra Tech Acquisition to be fair and reasonable. In providing their advice to the RPS Directors, Gleacher Shacklock and AEC Advisors have taken into account the commercial assessments of the RPS Directors.

The Scheme requires, among other things, the approval of Scheme Shareholders at the Court Meeting and of RPS Shareholders at the General Meeting as well as the sanction of the Court.

The RPS Directors recommend unanimously that RPS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The RPS Directors have withdrawn their recommendation of the WSP Offer and have postponed the WSP Shareholder Meetings, as announced on 23 September 2022. The RPS Directors unanimously support and intend to take the relevant actions to implement the Tetra Tech Acquisition.

Your attention is drawn to the letter from the Chairman of RPS set out in Part 1 (Letter from the Chairman of RPS) of this document, which forms part of this explanatory statement. The Chairman’s letter contains, among other things: (i) the unanimous recommendation of the RPS Directors that RPS Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting; and (ii) information on the background to, and reasons for giving the above recommendation.

The Scheme is set out in full in Part 6 (The Scheme of Arrangement) of this document. For persons residing in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, your attention is drawn to paragraph 17 (Overseas Shareholders) of Part 2 (Explanatory Statement) of this document, which forms part of this Explanatory Statement.

Statements made or referred to in this letter regarding Tetra Tech, Inc.'s and Tetra Tech’s reasons for the Tetra Tech Acquisition, information concerning the business of Tetra Tech, Inc. or Tetra Tech, the financial effects of the Tetra Tech Acquisition on Tetra Tech or Tetra Tech, Inc. and/or intentions or expectations of or concerning Tetra Tech, Inc. and Tetra Tech reflect the views of the Tetra Tech, Inc. Directors and the Tetra Tech Directors (whose names are set out in paragraphs 2.2 and 2.3 of Part 5 (Additional Information) of this document). Statements made or referred to in this letter regarding the background to and reasons for the recommendation of the RPS Directors, information concerning the business of the RPS Group and/or intentions or expectations of or concerning the RPS Group prior to the Effective Date reflect the views of the RPS Directors.

2.          Summary of the terms of the Tetra Tech Acquisition and the Scheme

Under the terms of the Tetra Tech Acquisition, which is subject to the Conditions and further terms set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document, Scheme Shareholders as at the Scheme Record Time will be entitled to receive:

for each Scheme Share 222 pence in cash (the “Acquisition Price”)

The Acquisition Price represents a premium of approximately:

The Tetra Tech Acquisition values the entire issued and to be issued share capital of RPS at approximately £636 million.

The Tetra Tech Acquisition represents a multiple of approximately 16.0x the RPS Group’s Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 or 10.7x the RPS Group’s estimated Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 once the full benefit of expected synergies are taken into account.

The Acquisition Price further represents a premium of approximately 89.7 per cent. to the Closing Price per RPS Share of 117 pence on 8 August 2022 (being the last Business Day prior to the start of the Offer Period).

Subject to the Conditions and further terms set out herein, the RPS Shares will be acquired by Tetra Tech fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Announcement Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Announcement Date in respect of the RPS Shares.

3.          Dividends

If, on or after the Announcement Date and on or prior to the Effective Date, any dividend, distribution or other return of value is declared, made, or paid, or becomes payable by RPS, the Acquisition Price will be reduced accordingly. In such circumstances, RPS Shareholders will be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid. For the avoidance of doubt, the interim dividend of 0.45 pence per RPS Share declared by RPS on 9 August 2022 which is being paid on the date of publication of this document to those RPS shareholders who were on the register of members at the close of business on 16 September 2022 will not be deducted from the Acquisition Price.

4.          Background to and reasons for the recommendation

Information relating to the background to and reasons for the RPS Directors’ recommendation of the Tetra Tech Acquisition is set out in paragraph 3 (Background to and reasons for the RPS Directors’ recommendation) of Part 1 (Letter from the Chairman of RPS) of this document.

5.          Irrevocable undertakings and letter of intent

Tetra Tech, Inc. and Tetra Tech have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Tetra Tech, with the consent of the Takeover Panel, exercises its right to implement the Tetra Tech Acquisition by way of a Takeover Offer, to accept such offer) from Aberforth Partners LLP (acting in its capacity as a discretionary fund manager for clients) (“Aberforth”), The Wellcome Trust Limited (as trustee of The Wellcome Trust) (“The Wellcome Trust”), M&G Investment Management Ltd (“M&G”) and Artemis Investment Management LLP (acting in its capacity as investment adviser for and on behalf of Artemis UK Smaller Companies Fund) (“Artemis”) in respect of a total of 60,315,982 RPS Shares, representing, in aggregate, approximately 21.73 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).

RWC has since disposed of 6,000,000 RPS Shares. As a result, the non-binding letter of intent from RWC is now in respect of its remaining holding of 10,106,118 RPS Shares, representing approximately 3.64 per cent. of RPS’ issued share capital as at 10 October 2022 (being the latest practicable date prior to the date of this document).

Tetra Tech, Inc. and Tetra Tech have also received a non-binding letter of intent from RWC Asset Management LLP (“RWC”) indicating their intent to support the Tetra Tech Acquisition by way of the Scheme, in respect of a total of 16,106,118 RPS Shares, representing approximately 5.80 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).

Therefore, as at the Announcement Date, Tetra Tech Inc. and Tetra Tech have received irrevocable undertakings and letters of intent in respect of a total of 76,422,100 RPS Shares, representing, in aggregate, approximately 27.53 per cent. of RPS’ issued share capital on 22 September 2022 (being the latest practicable date prior to the Announcement Date).²

Aberforth and The Wellcome Trust no longer intend to comply with their respective irrevocable undertaking each dated 8 August 2022 and granted to WSP Global and WSP Holdings in respect of the WSP Offer.

Further details of these irrevocable undertakings and the letter of intent are set out in paragraph 8 (Irrevocable Undertakings and Letter of Intent) of Part 5 (Additional Information) of this document.

6.           Information relating to Tetra Tech and Tetra Tech, Inc.

Tetra Tech is a wholly owned subsidiary of Tetra Tech, Inc., a leading provider of high-end consulting and engineering services for projects worldwide. With more than 21,000 associates working together in over 100 countries, the Tetra Tech Group provides clear solutions to complex problems in water, environment, sustainable infrastructure, renewable energy, and international development. The Tetra Tech Group is Leading with Science® to provide sustainable and resilient solutions for its clients, having been ranked by Engineering News-Record in 2022 as the number one consultancy in both water and environmental management.

The Tetra Tech Group is diverse, including individuals with expertise in science, research, engineering, data analytics and information technology. The Tetra Tech Group’s strength is in collectively providing integrated services - delivering the best solutions to meet its clients’ needs.

The Tetra Tech Group’s innovative, sustainable solutions help its clients address their water, environment, sustainable infrastructure, renewable energy, and international development challenges. The Tetra Tech Group has a depth of expertise in its key sectors and utilises that expertise throughout the project life cycle. Our technical experts have worked to develop a suite of technologies known as Tetra Tech Delta which supports our clients to provide science based and cutting-edge solutions. The Tetra Tech Group’s commitment to safety is ingrained in its culture and at the forefront of every project.

The Tetra Tech Group’s core principles form the underpinning of how its 21,000 associates, who are technical experts in delivering more than 70,000 projects per year around the world, work together to serve their clients:

^* Service: The Tetra Tech Group puts its clients first. The Tetra Tech Group listens better to understand its clients’ needs and deliver smart, cost-effective solutions that meet those needs.

^* Value: The Tetra Tech Group takes its clients’ problems as if they were their own. The Tetra Tech Group develops and implements real-world solutions that are cost-effective, efficient, and practical.

^* Excellence: The Tetra Tech Group brings superior technical capability, disciplined project management, and excellence in safety and quality to all of their work.

^* Opportunity: The Tetra Tech Group’s people are its number one asset. The Tetra Tech Group’s workforce is diverse and includes technical experts in their fields. The Tetra Tech Group’s entrepreneurial nature and commitment to success provides challenges and opportunities for all of its associates.

The Tetra Tech Group is organised into two major business groups that align with its core markets and enhance the development of high-end consulting and technical solutions to meet its growing customer demand.

^* Government Services Group (GSG) provides consulting and engineering services worldwide for a broad range of U.S. government clients (federal, state, and local) and all activities with global development agencies. Services include water and waste management, data analytics, environmental restoration, international development, sustainable infrastructure design, and a broad range of civil infrastructure design for facilities, transportation, and regional and local development.

^* Commercial/International Services Group (CIG) provides consulting and engineering services worldwide for a broad range of commercial and international clients. Services include management consulting, data analytics, environmental remediation, geotechnical investigations, and design engineering.

The Tetra Tech Group has long focused on helping its clients address water, environment, sustainable infrastructure, renewable energy, and international development needs. The Tetra Tech Group leads and supports programs that minimise their collective impacts on the environment through the solutions the Tetra Tech Group provides for its clients; through its procurement and subcontracting practices; by the processes the Tetra Tech Group uses within the company to promote sustainable practices, reduce costs, and minimise environmental impacts; and through employee-supported activities such as volunteer work and fundraising campaigns.

The Tetra Tech Group’s goal is to improve the lives of one billion people by 2030. Because its biggest impact on the world is through the projects performed for its clients, the Tetra Tech Group tracks the total number of lives improved from its projects. In addition, the Tetra Tech Group reports on the benefits of its projects associated with greenhouse gas reduction, water, renewable energy, ecosystems, and social & governance programs. The project impact analysis is aligned with the Global Reporting Initiative (GRI) standards and the UN Sustainable Development Goals (SDGs), which measure social benefit and aim to reduce poverty in communities around the world.

7.           Financial effects of the Tetra Tech Acquisition on Tetra Tech

The Tetra Tech Acquisition would result in the earnings, assets and liabilities of the Tetra Tech Group incorporating the consolidated earnings, assets and liabilities of RPS. Tetra Tech, Inc.’s consolidated earnings, assets and liabilities would therefore be altered accordingly. As it would acquire RPS pursuant to the Tetra Tech Acquisition, Tetra Tech’s financial results and position would also be subject to equivalent alterations.

In addition, the Tetra Tech Group’s consolidated liabilities would also be increased to reflect the borrowings incurred to fund the Tetra Tech Acquisition (plus any related accrued interest payable). Further details of the financing of the Tetra Tech Acquisition are set out in paragraph 12 (Financing of the Tetra Tech Acquisition) of this Part 2 (Explanatory Statement).

The Tetra Tech Acquisition is expected to be mid to high teen percent accretive to Tetra Tech’s adjusted earnings per share (EPS) after realising the full benefit from an estimated £21 million in cost synergies and integration into Tetra Tech. The cost to realise these synergies is estimated to be approximately £16 million and would be substantially incurred in first 12 months after Completion. Adjusted EPS excludes one-time transaction related costs and intangible amortisation.

8.           Information relating to RPS

RPS is a public limited company registered in England and Wales. The RPS Shares are listed on the Official List of the London Stock Exchange.

Founded in 1970 and built on a legacy of environmental and social engagement, the RPS Group is a diversified and well-recognised global professional services firm of approximately 5,000 talented employees including consultants, designers, planners, engineers, and technical specialists. As an established technology enabled consultancy that operates across a range of sectors, the RPS Group provides specialist services to government and private sector customers with a focus on front-end consulting.

The RPS Group creates shared value for all stakeholders by solving problems that matter in a complex, urbanising, resource-scarce world and concentrates its expertise on the parts of project lifecycles that have the biggest impact on project outcomes, with a strong sustainability agenda. The RPS Group has been widely recognised in this respect, having been highly ranked for climate change and energy consulting by the Environment Analyst for 2019/2020, a top 200 environmental firm by Engineering News-Record in 2021 and recognised in 2021 as one of the first “carbon champions” by the Institution of Civil Engineers.

The RPS Group operates across approximately 100 offices in 12 countries, with more than 99 per cent. of its net revenue during the 2021 financial year generated from its operations in OECD countries. The majority of its net revenue during the 2021 financial year was generated from its operations in the United Kingdom, Australia and the United States.

9.           RPS financial and trading prospects

RPS’ interim results for the first six months of 2022 have demonstrated encouraging underlying performance, ahead of the RPS Directors’ expectations, with 13 per cent. growth in fee revenue (at constant currency) and approximately 120 bps of margin improvement on the prior year comparable period. Following on from this strong performance, RPS expects this momentum to continue in the second half of 2022. RPS has a strong balance sheet with net bank borrowings as at 30 June 2022 of £34.4 million (and leverage of 0.8x Adjusted Net Debt to Last 12 Months’ pre-IFRS 16 Adjusted EBITDA). In addition to its strong recent financial performance, RPS has also introduced a new capital allocation policy which is focused on investing in organic fee growth, accelerating growth with strategic bolt-on acquisitions and implementing a sustainable dividend policy with a pay-out ratio of 30 per cent. in the medium term.

10.        Effect of the Tetra Tech Acquisition on RPS Share Plans

Participants in the RPS Share Plans will be contacted regarding the effect of the Tetra Tech Acquisition on their rights under the RPS Share Plans and appropriate proposals, where required, will be made to such participants. A summary of the effect of the Tetra Tech Acquisition and proposals made is set out below.

In the event of any conflict between the summary set out below and the rules of the relevant RPS Share Plan and/or the communications to participants in the RPS Share Plans regarding the effect of the Scheme on their rights under the RPS Share Plans, and the details of the arrangements applicable to them (the “Share Plan Notices”), the rules of the relevant RPS Share Plan or the terms of the Share Plan Notices (as the case may be) will prevail.

RPS ELTIP

To the extent they are not already vested, outstanding awards and options under the RPS ELTIP will (in consequence of the Tetra Tech Acquisition and in accordance with participants’ contractual rights under the RPS ELTIP) vest on the date on which the Court sanctions the Scheme to the extent determined by the RPS Remuneration Committee, taking into account the extent to which performance targets have been satisfied and, unless the RPS Remuneration Committee determines otherwise, the period of time that the relevant award or option has been held by the relevant participant. The RPS Remuneration Committee has determined that options granted in 2020 and 2021 will vest in full. The RPS Remuneration Committee has determined that the performance targets relating to options granted in 2022 will be deemed to be satisfied in full but that the extent to which such options will vest will be reduced by time pro-rating to take account of early vesting by reference to the period from 1 January 2022 up to the Long-stop Date as a proportion of the normal vesting period. Further awards may, subject to the consent of the Takeover Panel, be granted over cash equivalent in value to the number of RPS Shares over which options granted in 2022 do not vest and will lapse on account of such time pro-rating, and any such cash awards that are granted will vest on the date the Court sanctions the Scheme. To the extent options are vested or vest as a result of the Tetra Tech Acquisition, options will remain exercisable (subject to the rules of the RPS ELTIP) for a period of six months following the date on which the Court sanctions the Scheme, after which they will lapse to the extent not exercised.

RPS STABP

To the extent they are not already vested, outstanding awards and options under the RPS STABP will (in consequence of the Tetra Tech Acquisition and in accordance with participants’ contractual rights under the RPS STABP) vest in full on the date on which the Court sanctions the Scheme. To the extent options are vested or vest as a result of the Tetra Tech Acquisition, options will remain exercisable (subject to the rules of the RPS STABP) for a period of six months following the date on which the Court sanctions the Scheme, after which they will lapse to the extent not exercised.

RPS PSP

To the extent they are not already vested, outstanding awards and options under the RPS PSP will (in consequence of the Tetra Tech Acquisition and in accordance with participants’ contractual rights under the RPS PSP) be treated as if they vest in full on the date on which the Court sanctions the Scheme. The rules of the RPS PSP require vesting of awards and options to be time pro rated to the date on which the Court sanctions the Scheme. As a result, in order to treat such awards and options as if they vest in full, awards and options will be settled in RPS Shares to the extent vested as to time (and, in the case of options, exercised) in accordance with the rules of the RPS PSP and RPS intends to make additional cash payments, determined by reference to the Acquisition Price and the exercise price (if any), as to the balance of awards and options which do not vest, subject to certain options and awards granted under linked option arrangements partially lapsing and partially being settled in cash in accordance with the terms of such linked option arrangements. The RPS Remuneration Committee has determined that options will remain exercisable (subject to the rules of the RPS PSP) for a period of six months following the date on which the Court sanctions the Scheme, after which they will lapse to the extent not exercised.

RPS ISPP

RPS Shares held in the RPS ISPP trust on behalf of the participants in the RPS ISPP and any unallocated RPS Shares held in the RPS ISPP trust will participate in the Scheme on the same terms as all the other Scheme Shares. To the extent they are not already vested on the date on which the Court sanctions the Scheme, outstanding awards under the RPS ISPP will (in consequence of the Tetra Tech Acquisition and in accordance with participants’ contractual rights under the RPS ISPP) vest in full on the date on which the Court sanctions the Scheme.

RPS SIPs trusts

RPS Shares held in the RPS SIPs trusts on behalf of the participants in the RPS SIPs and any unallocated RPS Shares held in the RPS SIPs trusts will participate in the Scheme on the same terms as all the other Scheme Shares.

Appropriate proposals to holders of options over RPS Shares

The proposal that will be made to participants in the RPS Share Plans who hold options over RPS Shares is that such participants exercise their options, to the extent vested and exercisable, and participate in the Tetra Tech Acquisition (by way of the Scheme, if such options are exercised and settled before the Scheme Record Time, or otherwise by way of a transfer of resulting RPS Shares pursuant to the amendments that are expected to be made to the RPS Articles, as described below).

Amendment to RPS Articles

The Scheme will extend to any RPS Shares that are unconditionally allotted, issued or transferred prior to the Scheme Record Time, including those allotted, issued or transferred to satisfy the exercise of options or vesting of awards under the RPS Share Plans, where such RPS Shares are Scheme Shares.

The RPS Articles are proposed to be amended at the General Meeting in connection with the Scheme. The amended RPS Articles will provide, amongst other things, that subject to the implementation of the Scheme, any RPS Shares issued or transferred out of treasury to any person (other than a member of the Tetra Tech Group or any nominee for such a person) between the time at which the Resolution is passed and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the RPS Articles so that any RPS Shares issued or transferred out of treasury to any person (other than a member of the Tetra Tech Group or any nominee for such a person) after the Scheme Record Time will be automatically acquired by Tetra Tech on the same terms under the Scheme. This will avoid any person (other than members of the Tetra Tech Group or their respective nominees) acquiring and being left with RPS Shares after the Scheme becomes Effective.

The proposed changes to the RPS Articles are contained in the notice of the General Meeting set out in Part 10 (Notice of General Meeting) of this document. Further information in respect of the proposed amendments to the RPS Articles is contained in paragraph 13.4 of this Part 2 (Explanatory Statement) and the Notice of General Meeting in Part 10 (Notice of General Meeting) of this document.

11.        The effect of the Tetra Tech Acquisition on the RPS Directors

Details of the interests of the RPS Directors in the relevant securities of RPS are set out in paragraph 5 (Disclosure of interests and dealings) of Part 5 (Additional Information) of this document. Scheme Shares held by the RPS Directors at the Scheme Record Time will be subject to the Scheme.

In accordance with the terms of the relevant RPS Share Plans and the proposals being put to the participants under the RPS Share Plans, John Douglas and Judith Cottrell will be entitled to exercise certain RPS Options held by them upon the Court Order being made.

Particulars of the RPS Directors’ service agreements are set out in paragraph 6 (Service contracts and letters of appointment of the RPS Directors) of Part 5 (Additional Information) of this document.

It is intended that, upon the Effective Date, all non-executive members of the board of directors of RPS will resign.

Neither Tetra Tech nor Tetra Tech, Inc. have entered into, and have not had discussions on proposals to enter into, any form of incentivisation arrangements with members of RPS’ management. However, Tetra Tech and Tetra Tech, Inc. intend to put in place incentivisation arrangements for certain members of the management and certain key employees following the Effective Date.

In common with other participants in RPS Share Plans, the RPS Directors who are holders of RPS Options under those schemes will be treated as set out in paragraph 10 (Effect of the Tetra Tech Acquisition on RPS Share Plans) of this Part 2 (Explanatory Statement) of this document.

Save as set out above, the effect of the Scheme on the interests of the RPS Directors does not differ from its effect on the interests of any other holder of RPS Shares.

12.        Financing of the Tetra Tech Acquisition

Funding for the Tetra Tech Acquisition is designed and structured with a view to preserving Tetra Tech, Inc.'s credit profile whilst complying with the requirements of the Takeover Code.

The cash consideration payable by Tetra Tech under the terms of the Tetra Tech Acquisition, together with certain fees and expenses in connection with the Tetra Tech Acquisition, is expected to be funded by a combination of cash resources and the borrowing under debt facilities to be entered into or otherwise available to Tetra Tech, Inc. as borrower and net cash proceeds of debt securities to be issued by Tetra Tech, Inc.. In support of its obligations to pay the cash consideration and such fees and expenses, Tetra Tech, Inc. has entered into (i) a bridge facility in an original principal amount of £714 million (approximately US$800 million) plus US$350 million term loan (which as of 7 October 2022 is currently in a principal amount of £391,478,806 (approximately US$424,832,800)) obtained from Bank of America, N.A. (the “Bridge Facility”) and (ii) an amendment to its existing credit agreement to allow for the borrowing of up to $350,000,000 under its existing Tetra Revolving Credit Facility (the “Amended Credit Agreement”). Tetra Tech, Inc. has obtained the fully committed Bridge Facility from Bank of America, N.A., as administrative agent and sole lender.

In due course, and in place of drawing under the Bridge Facility, Tetra Tech, Inc. intends to (i) obtain and enter into a new $300,000,000 senior secured term loan facility, which will be used to reduce (and partially replace) the Bridge Facility; and (ii) issue senior secured debt securities in a private placement, convertible debt securities and/or other debt securities in an aggregate principal amount of up to $200,000,000, the net cash proceeds of which will be used to reduce (and partially replace) the Bridge Facility.

Tetra Tech, Inc. has also entered into an amendment to its existing credit agreement (the “Amended Credit Agreement”) to allow for the borrowing of up to $350,000,000 under its Tetra Revolving Credit Facility subject only to certain limited conditions to funding for the purpose of funding the Tetra Tech Acquisition (which such revolving credit facility commitments will be have been used to reduce (and partially replace) the Bridge Facility), and to make certain other changes to the terms thereof in connection with the Tetra Tech Acquisition.

BofA Securities, in its capacity as financial adviser to Tetra Tech, Inc. and Tetra Tech, is satisfied that sufficient resources are available to Tetra Tech to satisfy in full the cash consideration payable to RPS Shareholders under the terms of the Tetra Tech Acquisition.

Until the earlier of (i) 60 days after the closing of the Tetra Tech Acquisition and (ii) BofA Securities, Inc. (the “Bridge Lead Arranger”) having syndicated 50% or more of its commitments under the Bridge Facility (a “Successful Syndication”), the Bridge Lead Arranger is, if it reasonably believes that it is advisable to facilitate a Successful Syndication, entitled to increase the interest rates under the Bridge Facility by no more than 100 basis points per annum (up to 50% of such increase may, at the Bridge Lead Arranger’s election, be implemented as an increase in upfront fees, funding fees or other fees).

Further details of the financing arrangements are set out in paragraph 7.2 (Tetra Tech material contracts) of Part 5 (Additional Information) of this document.

13.        The Scheme, the Shareholder Meetings and the Conditions

13.1     Structure of the Scheme

The Tetra Tech Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between RPS and Scheme Shareholders, made under Part 26 of the Companies Act (although Tetra Tech reserves the right to implement the Tetra Tech Acquisition by means of a Takeover Offer, subject to the consent of the Takeover Panel).

The purpose of the Scheme is to provide for Tetra Tech to become the owner of the entire issued and to be issued ordinary share capital of RPS. Following the Scheme becoming Effective, the Scheme Shares will be transferred to Tetra Tech, in consideration for which Scheme Shareholders whose names appear on the register of members of RPS at the Scheme Record Time will receive 222 pence per Scheme Share in cash.

RPS Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the RPS Articles be amended so that any RPS Shares issued after the Scheme Record Time other than to a member of the Tetra Tech Group or any nominee for such a person will be automatically acquired by Tetra Tech on the same terms as under the Scheme.

To become Effective, the Scheme requires, among other things, the approval of a majority in number representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), which has been convened with the permission of the Court, and the passing of the Resolution at the General Meeting (or any adjournment thereof).

The Conditions in paragraph 2 of Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document provide that the Scheme will lapse if:

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing as set out above may be waived by Tetra Tech, and the deadline for the Scheme to become effective may be extended by agreement between RPS and Tetra Tech with the consent of the Takeover Panel and, if required, the Court.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

The Tetra Tech Acquisition and the Scheme is also subject to the other terms and Conditions set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document, including the receipt of the relevant foreign investment clearances in Australia and the United Kingdom, in each case to the extent required.

Once the necessary approvals from RPS Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective only upon a copy of the Court Order being delivered to the Registrar of Companies. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective by the end of 2022.

Whether or not a Scheme Shareholder votes in favour of the resolutions to be proposed at the Shareholder Meetings, if the Scheme becomes Effective, it will be binding on all Scheme Shareholders holding Scheme Shares as at the Scheme Record Time.

Scheme Shares held as at the Scheme Record Time will be transferred to Tetra Tech and the consideration due under the terms of the Tetra Tech Acquisition will be despatched to Scheme Shareholders who held Scheme Shares at the Scheme Record Time within 14 days of the Effective Date.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Shareholder Meetings, you are therefore strongly encouraged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

If the Scheme is not Effective on or before the Long-stop Date, the Scheme will not be implemented and the Tetra Tech Acquisition will not proceed.

The Scheme is governed by English law and is subject to the jurisdiction of the Courts of England and Wales. The Scheme shall also be subject to the applicable requirements of the Takeover Code, the Takeover Panel and the London Stock Exchange.

Any adjournment or postponement of a Shareholder Meeting or the Court Hearing, or a decision by RPS to propose such an adjournment or postponement, will be communicated to Scheme Shareholders and RPS Shareholders promptly by RPS by an announcement made through a Regulatory Information Service. If the meeting or hearing is adjourned to a specified date, the announcement will set out the relevant details of the adjourned meeting or hearing. If no such date is specified the adjourned date will be announced separately through RPS’ website at https://www.rpsgroup.com/.

Further details of the Shareholder Meetings and the Conditions are set out in paragraphs 13.2 (The Shareholder Meetings) to 13.5 (Entitlement to vote in the Shareholder Meetings) and 13.7 (Conditions) of this Part 2 (Explanatory Statement) of this document.

13.2    The Shareholder Meetings

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT at 10.00 a.m. on Thursday 3 November 2022. The Scheme will also require the approval of RPS Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on Thursday 3 November 2022 (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Notices of the Shareholder Meetings are set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document. Entitlement to attend and vote at these meetings and the number of votes which may be cast thereat will be determined by reference to the register of members of RPS at the Voting Record Time. Whether or not a Scheme Shareholder votes in favour of the resolutions to be proposed at the Shareholder Meetings, if the Scheme becomes Effective, it will be binding on all Scheme Shareholders holding Scheme Shares as at the Scheme Record Time. Scheme Shares held as at the Scheme Record Time will be transferred to Tetra Tech and Scheme Shareholders will receive the consideration due under the terms of the Tetra Tech Acquisition.

As soon as practicable and, in any event, by no later than 8.00 a.m. on the Business Day following the Shareholder Meetings, RPS will make an announcement through a Regulatory Information Service stating whether or not the resolutions put to shareholders at the Shareholder Meetings were passed by the requisite majorities (and, if not, whether or not the Scheme has lapsed) and giving voting results in relation to the Shareholder Meetings.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

13.3    Court Meeting

The Court Meeting is being convened with the permission of the Court to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each Scheme Shareholder present (in person or by proxy) will be entitled to one vote for each Scheme Share held by him as at the Voting Record Time.

The approval required at the Court Meeting is the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders as at the Voting Record Time.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend and/or vote at the Shareholder Meetings, you are therefore strongly encouraged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

13.4    General Meeting

The General Meeting has been convened to enable all RPS Shareholders to consider and, if thought fit, approve the Resolution to authorise:

Voting at the General Meeting will be by poll and each RPS Shareholder present in person or by proxy will be entitled to one vote for each RPS Share held as at the Voting Record Time. The approval required for the Resolution to be passed is at least 75 per cent. of the votes cast on such resolution (in person or by proxy). The Resolution, if passed, will authorise certain amendments to the RPS Articles required in connection with the Scheme. The proposed amendments will provide, amongst other things, that subject to the implementation of the Scheme, any RPS Shares issued or transferred out of treasury to any person (other than a member of the Tetra Tech Group or any nominee for such a person) between the time at which the Resolution is passed and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the RPS Articles so that any RPS Shares issued or transferred out of treasury to any person (other than a member of the Tetra Tech Group or their respective nominees) after the Scheme Record Time will be automatically acquired by Tetra Tech on the same terms under the Scheme. This will avoid any person (other than members of the Tetra Tech Group or their respective nominees) acquiring and being left with RPS Shares after the Scheme becomes Effective. The proposed changes to the RPS Articles are contained in the notice of the General Meeting set out in Part 10 (Notice of General Meeting) of this document.

13.5    Entitlement to vote at the Shareholder Meetings

Each holder of Scheme Shares whose name appears on the register of members of RPS at the Voting Record Time will be entitled to attend and vote at the Court Meeting. Each holder of RPS Shares whose name appears on the register of members of RPS at the Voting Record Time will be entitled to attend and vote at the General Meeting. If either Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and RPS Shareholders (in the case of the General Meeting) on the register of members of RPS at 6.30 p.m. on the day which is two Business Days before the adjourned meeting will be entitled to attend and vote.

Each RPS Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be an RPS Shareholder.

Further information on the actions to be taken is set out in paragraph 13.12 (Action to be taken) of this Part 2 (Explanatory Statement) of this document.

13.6    Sanction of the Scheme by the Court

If the resolutions are passed at the Shareholder Meetings, and the other Conditions are satisfied or, where applicable, waived, the Scheme will also require the sanction of the Court. The Court Hearing is expected to be held within 30 days after the satisfaction (or, if applicable, waiver) of the Conditions (or such later date (if any) as Tetra Tech, Tetra Tech, Inc. and RPS may, with the consent of the Takeover Panel, agree and, if required, which the Court may allow).

As soon as possible following the Court Hearing, RPS will make an announcement through a Regulatory Information Service stating the decision of the Court and details of whether the Scheme will proceed or has lapsed.

All Scheme Shareholders are entitled to attend the Court Hearing in person or to be represented by Counsel to support or oppose the sanctioning of the Scheme.

Tetra Tech shall undertake to the Court to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme.

13.7     Conditions

The Conditions to the Tetra Tech Acquisition and the Scheme are set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document. The Tetra Tech Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, on or before 11.59 p.m. on the Long-stop Date. In summary, the Scheme is conditional, amongst other things, upon:

If the Condition that the Scheme must become unconditional and effective on or before the Long-stop Date or any Condition referred to in this paragraph 13.7(ii), (iv) and (vii), is not capable of being satisfied by the date specified therein, Tetra Tech will make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Tetra Tech has invoked that Condition, waived that Condition or, with the agreement of RPS, specified a new date by which that Condition must be satisfied.

13.8     Effective Date

The Scheme can become Effective only if all Conditions to the Scheme, including shareholder approvals and the sanction of the Court, have been satisfied (unless, where applicable, the relevant Condition is waived). The Scheme will become Effective only upon a copy of the Court Order sanctioning the Scheme being delivered to the Registrar of Companies. This is expected to occur on the second Business Day after the Court Hearing.

As soon as practicable on the Effective Date, RPS, Tetra Tech or Tetra Tech, Inc. will make an announcement through a Regulatory Information Service stating that the Scheme has become Effective.

Upon the Scheme becoming Effective, it will be binding on all Scheme 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).

If the Scheme is not effective by the Long-stop Date (or such later date (if any) as RPS and Tetra Tech may, with the consent of the Takeover Panel and subject to the Co-operation Agreement, agree and (if required) which the Court may allow), the Scheme will not be implemented and the Tetra Tech Acquisition will not proceed.

If any of Conditions 2.1(ii), 2.2(ii), and 2.3(ii) set out in Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document are not satisfied by the relevant deadline specified therein, Tetra Tech will make an announcement through a Regulatory Information Service by 8.00 a.m. on the Business Day following the deadline so specified confirming whether, subject to paragraph 3 of Part B (Certain further terms of the Scheme and the Tetra Tech Acquisition) of Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme) of this document, Tetra Tech has invoked the relevant Condition, (where applicable) waived the relevant deadline or, with the agreement of RPS (with the Takeover Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)), specified a new date by which that Condition must be satisfied.

The Bridge Facility Agreement and the Amended Credit Agreement contain various terms and conditions relating to the Scheme, including that Tetra Tech, Inc. may not (and shall cause Tetra Tech not to) waive or amend any term or condition set out in this document where to do so would be materially adverse to the interests of Lenders (as defined therein) except as required by (or reasonably determined by Tetra Tech, Inc. as being necessary or desirable to comply with the requirements or requests of), the Takeover Code, the Takeover Panel or the Court or any applicable law, regulation or regulatory body and such other exceptions as described therein.

13.9    Return of documents of title

If the Scheme lapses or is withdrawn, all documents of title lodged by any Scheme Shareholder with any Form of Proxy will be returned to such Scheme Shareholder as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and to the extent that any securities of RPS are held in escrow by Equiniti in connection with the Scheme, instructions will be given immediately for the release of such securities.

13.10    Modifications and revision

The Scheme contains a provision for Tetra Tech and RPS jointly to consent on behalf of all persons affected by any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to the Scheme which might be material to the interests of the Scheme Shareholders unless the Scheme Shareholders were informed of any modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme Shareholders should be held in these circumstances. No modifications may be made to the Scheme once it has taken effect.

13.11    Implementation by way of a Takeover Offer

Tetra Tech and Tetra Tech, Inc. reserve the right to elect, with the consent of the Takeover Panel (where necessary), to implement the Tetra Tech Acquisition by means of a Takeover Offer for the RPS Shares as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms subject to the terms of the Co-operation Agreement, as those that would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set (subject to the Co-operation Agreement and the Bridge Facility Agreement) at a level permitted by the Takeover Panel. In the event that the Tetra Tech Acquisition is implemented by way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived. The Takeover Panel will determine the offer timetable that will apply following any switch to a Takeover Offer to which it consents. Tetra Tech and Tetra Tech Inc. must announce a switch to a Takeover Offer through a Regulatory Information Service. Any such announcement must include:

Any modification or revision to the Scheme shall be made no later than the date which is 14 days prior to the date of the Shareholder Meetings (or any later date to which such meetings are adjourned). The consent of the Takeover Panel must be obtained if it is proposed to revise the Scheme: (i) less than 14 days prior to the date of the Shareholder Meetings (or any later date to which such meetings are adjourned); or (ii) following the Shareholder Meetings.

If the Tetra Tech Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Tetra Tech intends to: (i) make a request to the FCA to cancel the listing of the RPS Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel trading in RPS Shares on its market for listed securities; and (iii) exercise its rights, if available, to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining RPS Shares in respect of which the Takeover Offer has not been accepted.

13.12    Action to be taken

Notices of the Court Meeting and the General Meeting are set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders and RPS Shareholders before the Shareholder Meetings, including through RPS’ website at https://www.rpsgroup.com/ and by announcement through a Regulatory Information Service.

Please check you have received the following with this document:

If you have not received these documents, please contact RPS’ Registrars, Equiniti, on the helpline, details of which are set out on page 15 of this document.

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at the offices of DLA Piper UK LLP at 160 Aldersgate Street, London EC1A 4HT at 10.00 a.m. on Thursday 3 November 2022. The Scheme will also require the approval of RPS Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on Thursday 3 November 2022 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Shareholder Meetings are set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document. Upon the Scheme becoming Effective, it will be binding on all Scheme 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).

Scheme Shareholders and RPS Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out below.

RPS Shareholders are entitled to appoint a proxy in respect of some or all of their RPS Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. RPS Shareholders who wish to appoint more than one proxy in respect of their holding of RPS Shares should contact Equiniti for further Forms of Proxy or photocopy the Forms of Proxy as required.

The completion and return of the Forms of Proxy by post (or transmission of a proxy appointment or voting instruction online, through CREST or via Equiniti’s online facility) will not prevent you from attending and voting at the Court Meeting or the General Meeting, if you are entitled to and wish to do so.

(a)         Sending Forms of Proxy by Post

Whether or not you plan to attend the Shareholder Meetings, please complete the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received by no later than:

*               10.00 a.m. on Tuesday 1 November 2022 in the case of the BLUE Form of Proxy for the Court Meeting; and

*               10.15 a.m. on Tuesday 1 November 2022 in the case of the PINK Form of Proxy for the General Meeting,

or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day. A reply- paid envelope is provided for use in the United Kingdom only.

Forms of Proxy returned by fax will not be accepted.

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

If the PINK Form of Proxy for the General Meeting is not lodged by the relevant time, it will be invalid.

(b)        Electronic appointment of proxies through CREST

If you hold your RPS Shares in CREST and wish to appoint a proxy or proxies for the Shareholder Meetings (or any adjournment(s)) by using the CREST electronic proxy appointment service, you may do so by using the procedures set out in the CREST Manual (please also refer to the accompanying notes on the notices of each Shareholder Meeting set out in Part 9 (Notice of Court Meeting) and Part 10 (Notice of General Meeting) respectively of this document). In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual.

Proxies submitted electronically through CREST (CREST Participant ID RA19) must be sent as soon as possible, and in any event, so as to be received by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day). No message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as will be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

In the case of the Court Meeting only, if the CREST proxy or instruction is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

In the case of the General Meeting only, if the CREST proxy or instruction is not received by this time, it will be invalid.

(c)         Online appointment of proxies

RPS Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to www.sharevote.co.uk (“Sharevote”), selecting “Register for the Share Portal” and entering “RPS” in the box provided. To use Sharevote, you will need the Voting ID, Task ID and Shareholder Reference Number contained on the proxy card. Shareholders who have registered with Equiniti’s online portfolio service, Shareview, can appoint their proxy electronically by logging onto their portfolio at www.shareview.co.uk using their usual user ID and password by clicking on the “My Investments” page, then clicking on the link to vote, then following the on-screen instructions.

For an electronic proxy to be valid, your appointment must be received by Equiniti by no later than 10.00 a.m. on Tuesday 1 November 2022 in the case of the Court Meeting and by 10.15 a.m. on Tuesday 1 November 2022 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, in each case excluding any part of such 48 hour period falling on a day that is not a working day).

Any electronic communication found to contain a computer virus will not be accepted.

In the case of the Court Meeting only, if the electronic proxy appointment is not received by this time, the BLUE Form of Proxy may be presented in person to the Chair of the Court Meeting or the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

In the case of the General Meeting only, if the electronic proxy appointment is not received by this time, it will be invalid.

Completing and returning the Forms of Proxy, or completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at the Shareholder Meetings, or any adjournment of the Shareholder Meetings, if you so wish and are so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF THE OPINION OF SCHEME SHAREHOLDERS. WHETHER OR NOT YOU INTEND TO ATTEND AND/OR VOTE AT THE SHAREHOLDER MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR TRANSMIT A PROXY INSTRUCTION (EITHER ELECTRONICALLY OR THROUGH CREST) AS SOON AS POSSIBLE AND, IN ANY EVENT, BY NO LATER THAN 10.00 A.M. ON TUESDAY 1 NOVEMBER 2022 IN THE CASE OF THE COURT MEETING AND BY 10.15 A.M. ON TUESDAY 1 NOVEMBER 2022 IN THE CASE OF THE GENERAL MEETING (OR IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE ADJOURNED MEETING, IN EACH CASE EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A DAY THAT IS NOT A WORKING DAY).

If you have any questions relating to the Shareholder Meetings or the completion and return of the Forms of Proxy, please telephone the helpline, details of which are set out on page 15 of this document.

14.        Settlement and share certificates

Subject to the Scheme becoming Effective (and except as provided in paragraph 17 (Overseas Shareholders) of this Part 2 (Explanatory Statement) of this document in relation to persons resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom), despatch of the cash consideration to which any Scheme Shareholder on the register of members as at the Scheme Record Time is entitled under the Scheme will be effected within 14 days of the Effective Date in the manner set out below.

Except with the consent of the Takeover Panel or as provided by the terms of the Scheme, settlement of consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Tetra Tech may otherwise be, or claim to be, entitled against such Scheme Shareholder.

14.1     Consideration where Scheme Shares are held in uncertificated form (that is, in CREST)

A Scheme Shareholder who holds Scheme Shares at the Scheme Record Time in uncertificated form will receive the cash consideration to which it is entitled under the Scheme through CREST by Tetra Tech procuring the creation of an assured payment obligation in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds such uncertificated Scheme Shares in respect of the consideration due to him not later than the 14^th day following the Effective Date.

As at the close of trading on the last day of dealings in RPS Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of RPS Shares within CREST. Scheme Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Scheme Share registered in the name of the relevant seller under that trade. Consequently, those Scheme Shares will be transferred under the Scheme and the seller will receive the appropriate consideration in accordance with the terms of the Scheme.

As from the Effective Date, each holding of Scheme Shares credited to any stock account in CREST shall be disabled, entitlements to the Scheme Shares held within CREST will be cancelled, and all Scheme Shares will be removed from CREST in due course thereafter.

Subject to the terms of the Scheme, Tetra Tech reserves the right to pay all or any part of the consideration referred to above to all or any Scheme Shareholder(s) who hold(s) Scheme Shares in uncertificated form at the Scheme Record Time in the manner referred to in paragraph 14.2 below of this Part 2 (Explanatory Statement) of this document if, for reasons outside its reasonable control, it is not able to effect settlement in uncertificated form in accordance with this paragraph 14.1 or to do so would incur material additional costs.

14.2     Consideration where Scheme Shares are held in certificated form

A Scheme Shareholder who holds Scheme Shares at the Scheme Record Time in certificated form will have the cash consideration to which it is entitled under the Scheme despatched:

All such cash payments will be made in pounds sterling and drawn on a United Kingdom clearing bank. Payments made by cheque will be payable to the Scheme Shareholders concerned and the encashment of any such cheque will be a complete discharge of Tetra Tech’s obligation under the Scheme to pay the monies represented thereto. Tetra Tech will despatch or procure to the despatch of cheques within 14 days after the Effective Date to the persons entitled thereto at their respective addresses as appearing in the register of members of RPS at the Scheme Record Time or in accordance with any special standing instructions regarding communications (except that, in the case of joint holders, Tetra Tech reserves the right to make such cheques payable to the joint holder whose name stands first in the register of members of RPS in respect of such holding at the Scheme Record Time. None of RPS, Tetra Tech or Tetra Tech, Inc., or any of their respective nominees or agents will be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques will be sent at the risk of the person entitled thereto.

If any Scheme Shareholders have not encashed their cheques within six months of the Effective Date, Tetra Tech will procure that the cash consideration due to such Scheme Shareholders under the Scheme will be held for such Scheme Shareholder a period of 12 years from the Effective Date solely for the purpose of satisfying payment obligations under the Scheme, and such Scheme Shareholders may claim the consideration due to them by written notice to the Company in a form and with such evidence which the Company determines evidences their entitlement to such consideration at any time during the period of 12 years from the Effective Date.

Payments made by electronic payment will be made within 14 days of the Effective Date, and will be paid to the Scheme Shareholder concerned using the account details indicated in the standing electronic payment mandate set up by such Scheme Shareholder with RPS’ Registrar, Equiniti. The transfer of such amount by way of electronic transfer will be a complete discharge of Tetra Tech’s obligations under the Scheme to pay the monies represented thereby.

On the Effective Date, each certificate representing a holding of RPS Shares in the name of someone other than Tetra Tech will cease to be valid. Following settlement of the consideration to which Scheme Shareholders are entitled under the Scheme, such Scheme Shareholder will be bound on the direction of RPS to deliver up or destroy such certificate(s).

In the case of Scheme Shares acquired by directors or employees of the RPS Group (including, but not limited to, on the settlement of RPS Options after the Court has made the Court Order and prior to the Scheme Record Time and any RPS Shares acquired and/or held through the RPS ISPP or either RPS SIP), settlement of the consideration will be made by such method as shall be determined by RPS (including, but not limited to, procuring that payments are made through payroll as soon as practicable subject to the deduction of any applicable exercise price, income taxes, and social security contributions). Payment will be made as soon as reasonably practicable following the later of the Effective Date and that date on which any conditions to payment have been met.

A summary of the effect of the Scheme on the RPS Share Plans is set out in paragraph 10 (Effect of the Tetra Tech Acquisition on RPS Share Plans) of this Part 2 (Explanatory Statement) of this document.

15.        Cancellation of admission to trading and re-registration

An indicative timetable of principal events setting out, among other things, the expected date of the last day of trading in, and the suspension of, RPS Shares on the London Stock Exchange’s Main Market is on page 16 of this document.

The last day of dealings in RPS Shares on the London Stock Exchange’s Main Market is expected to be the Business Day immediately following the Court Hearing and no transfers will be registered after 6.00 p.m. on that date (other than the registration of RPS Shares released, transferred or issued under the RPS Share Plans). RPS will make an application to the London Stock Exchange for the suspension of dealings in RPS Shares on the London Stock Exchange’s Main Market with effect from 7.30 a.m. on the second Business Day following the Court Hearing.

Prior to the Effective Date, RPS will make an application to the London Stock Exchange for the cancellation of the admission to trading of the RPS Shares on the London Stock Exchange’s Main Market, and to the FCA for the listing of the RPS Shares on the Official List to be cancelled, in each case to take effect on the Business Day following the Effective Date.

Following the Scheme becoming Effective, it is also proposed that RPS be re-registered as a private limited company.

16.        United Kingdom taxation

Your attention is drawn to Part 7 (United Kingdom Taxation) of this document relating to United Kingdom taxation. RPS Shareholders who are in any doubt about their taxation position or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom should contact an appropriate independent professional tax adviser immediately.

17.        Overseas Shareholders

This document has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and 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 jurisdictions outside England and Wales.

The release, publication, or distribution of this document in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any jurisdiction other than the United Kingdom. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Unless otherwise determined by Tetra Tech or Tetra Tech, Inc., or required by the Takeover Code, and permitted by applicable law and regulation, the Tetra Tech Acquisition 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 Tetra Tech Acquisition 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 document and all documents relating to the Tetra Tech Acquisition 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 document and all documents relating to the Tetra Tech Acquisition (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. Doing so may render invalid any related purported vote in respect of the Tetra Tech Acquisition. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. If the Tetra Tech Acquisition is implemented (with the consent of the Takeover Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or 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 Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Tetra Tech Acquisition to Overseas Shareholders 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Tetra Tech Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay.

Further information for US and Canadian investors is set out on pages 5 and 6 of this document.

18.        Further information

Your attention is drawn to the full text of the Scheme as set out in Part 6 (The Scheme of Arrangement) of this document.

Your attention is also drawn to the following parts of this document, which are deemed to form part of this explanatory statement: Part 3 (Conditions and Further Terms of the Tetra Tech Acquisition and the Scheme); Part 4 (Financial and Ratings Information); Part 5 (Additional Information); Part 9 (Notice of Court Meeting); and Part 10 (Notice of General Meeting).

Yours faithfully

Gleacher Shacklock LLP

PART 3

CONDITIONS AND FURTHER TERMS OF THE TETRA TECH ACQUISITION
AND THE SCHEME

Part A: Conditions of the Tetra Tech Acquisition and the Scheme

2.           The Scheme shall be subject to the following conditions:

2.1

2.2

2.3

Official authorisations, regulatory clearances and Third Party clearances

Foreign investment clearances

Australia

3.1      the Commonwealth Treasurer (or his delegate):

United Kingdom

Notifications, waiting periods and Authorisations

General anti-trust and regulatory

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

Certain events occurring since 31 December 2021

3.6     except as Disclosed, no member of the Wider RPS Group having since 31 December 2021:

to an extent which is in any such case material in the context of the Wider RPS Group;

No adverse change, litigation, regulatory enquiry or similar

3.7      except as Disclosed, since 31 December 2021 there having been:

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

3.8     except as Disclosed, Tetra Tech not having discovered that:

Anti-corruption

3.9     Tetra Tech not having discovered that:

No criminal property

Part B: Certain further terms of the Scheme and the Tetra Tech Acquisition

If on or after the date of the Announcement, and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made, or becomes payable by RPS on or prior to the Effective Date and Tetra Tech exercises its rights under this paragraph 8 to reduce the consideration payable under the terms of the Tetra Tech Acquisition, any reference in the Announcement or this document to the consideration payable under the terms of the Tetra Tech Acquisition shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be: (i) transferred pursuant to the Tetra Tech Acquisition on a basis which entitles Tetra Tech to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Tetra Tech Acquisition shall not be subject to change in accordance with this paragraph 8.

Tetra Tech also reserves the right to reduce the consideration payable under the Tetra Tech Acquisition in such circumstances as are, and by such amount as is, permitted by the Takeover Panel.

Any exercise by Tetra Tech of its rights referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Tetra Tech Acquisition.

PART 4

FINANCIAL AND RATINGS INFORMATION

All documents referred to in this Part 4 (Financial and Ratings Information) of this document which are incorporated into this document are available in “read-only” format for reviewing or downloading free of charge on RPS’ website at the website indicated below. Save as expressly referred to in this document, the contents of the websites referred to in this document are not incorporated into and do not form part of this document.

Part A: Financial information relating to RPS

The following information is incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code:

Part B: RPS ratings and outlooks

There are no current public ratings or outlooks accorded to RPS by any rating agencies.

Part C: Financial information relating to Tetra Tech

The following information is incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code:

Part D: Financial information relating to Tetra Tech, Inc.

The following information is incorporated into this document by reference pursuant to Rule 24.15 of the Takeover Code:

Part E: Tetra Tech ratings and outlooks

There are no current public ratings or outlooks accorded to Tetra Tech by any rating agencies.

Part F: Tetra Tech, Inc. ratings and outlooks

There are no current public ratings or outlooks accorded to Tetra Tech, Inc. by any ratings agencies.

PART 5

ADDITIONAL INFORMATION

I.        Responsibility

2.       Directors

2.1     The RPS Directors and their respective positions are set out below:

The registered address of RPS and the business address of each of the RPS Directors is 20 Western Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SH.

2.2     The Tetra Tech Directors and their respective positions are set out below:

The registered address of Tetra Tech and the business address of James David Lovell and Benjamin James Ward is 1 Northfield Road, Reading, Berkshire, RG1 8AH. The business address of Richard Alan Lemmon is 3475 E. Foothill Boulevard, Pasadena, California, 91107.

2.3     The Tetra Tech, Inc. Directors and their respective positions are set out below:

For the purposes of this Part 5 (Additional Information) Li-San Hwang (an unpaid and non-voting member of the board of directors of Tetra Tech, Inc.) is not considered to be a Tetra Tech, Inc. Director.

The registered address of Tetra Tech, Inc. and the business address of each of the Tetra Tech, Inc. Directors is 3475 East Foothill Boulevard, Pasadena, California 91107, United States.

3.        RPS Shares and RPS Share Plans

The following table sets out the Closing Price for RPS Shares on the first Business Day in each of the six months immediately before the date of this document, on 8 August 2022 (being the last Business Day prior to the commencement of the Offer Period) and on 10 October 2022 (being the latest available date prior to the publication of this document):

For the purposes of this paragraph 5:

“acting in concert” with RPS, Tetra Tech or Tetra Tech, Inc., as the case may be, means any such person acting or deemed to be acting in concert with RPS, Tetra Tech or Tetra Tech, Inc., as the case may be, for the purposes of the Takeover Code;

“arrangement” includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities of RPS which may be an inducement to deal or refrain from dealing (other than irrevocable commitments and letters of intent to vote in favour of the Scheme and/or related resolutions);

“connected adviser” includes an organisation which (A) is advising Tetra Tech, Tetra Tech, Inc., or (as the case may be) RPS in relation to the Tetra Tech Acquisition, (B) is a corporate broker to Tetra Tech, Tetra Tech, Inc., or (as the case may be) RPS, (C) is advising a person acting in concert with Tetra Tech, Tetra Tech, Inc., or (as the case may be) RPS in relation to the Tetra Tech Acquisition or in relation to the matter which is the reason for that person being a member of the concert party, in each case, excluding any “exempt principal traders” and any “exempt fund managers”;

“connected person” means, in relation to any person who is a director of a company, any other person whose interests in shares the director is taken to be interested in pursuant to Part 22 of the Companies Act and related regulations;

“control” means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the Takeover Code) of a company, irrespective of whether such interest or interests give de facto control;

“dealing” has the meaning given to it in the Takeover Code and “dealt” has the corresponding meaning;

“derivative” includes any financial product the value of which, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security;

“disclosure period” means the period which began on 8 August 2021 (the date 12 months prior to the commencement of the Offer Period) and ended on 10 October 2022 (being the last practicable date prior to the publication of this document);

“relevant securities” means:

“short position” means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; and a person has an “interest” or is “interested” in relevant securities if he has a long economic exposure, whether absolute or conditional, to changes in the price of those securities (but not if he only has a short position in such securities) and in particular if:

whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or

“close relatives”, “exempt principal trader”, “exempt fund manager”, “securities” and “voting rights” have the meanings given to them by the Takeover Code.

RPS Directors

As at the last day of the disclosure period, the interest of the RPS Directors (and their close relatives, related trusts and connected persons) in the RPS Shares (apart from the options and awards and interests in shares held through the RPS SIPs which are described below) were as follows:

As at the last day of the disclosure period, the following (i) options and awards in respect of RPS Shares had been granted to; and (ii) RPS Shares, or interests therein, were held by the following RPS Directors (where applicable, through the RPS SIPs) and remained outstanding under or subject to (as applicable) the RPS Share Plans:

Save as disclosed in this paragraph 5, as at the end of the disclosure period:

The following holders of common shares of Tetra Tech, Inc. will have pre-existing interests in Tetra Tech, Inc. which would create potential indirect interests of five per cent. or more in the capital of RPS (via Tetra Tech, as a wholly-owned indirect subsidiary of Tetra Tech, Inc.) following the Effective Date:

The following executive directors have entered into service agreements with RPS as summarised below:

The terms of John Douglas’ service contract as chief executive officer of RPS are summarised below:

(ii)         Judith Cottrell

The terms of Judith Cottrell’s service contract as Group Finance Director of RPS are summarised below:

6.2        Non-Executive Directors

The following non-executive directors have entered into letters of appointment with RPS as summarised below:

6.3        Additional fee payments and amendments to RPS Director agreements

Tetra Tech and RPS have agreed that in consideration for the additional work and services provided by the NEDs in connection with the Tetra Tech Acquisition, that each NED will be paid an additional fee equivalent to two months fees.

6.4        Save as set out in this paragraph 6:

7.           Material contracts

During the period beginning on the date falling two years before the commencement of the Offer Period and ending on the last practicable date prior to the publication of this document, Tetra Tech, Tetra Tech, Inc., and RPS and their respective subsidiaries, as applicable, entered into the following material contracts (other than contracts entered into in the ordinary course of business).

7.1        RPS material contracts

Other than the Confidentiality Agreement, Co-operation Agreement, Regulatory Clean Team Protocol and Confidentiality and Joint Defence Agreement summarised in paragraph 7.3 (Offer-related arrangements) below, and save as disclosed below, RPS and its subsidiaries have not, during the period beginning on the date falling two years before the commencement of the Offer Period and ending on the last practicable date prior to the publication of this document, entered into any material contract other than in the ordinary course of business:

(i)          Placing Agreement

On 3 September 2020, RPS, Numis Securities Limited and Liberum Capital Limited (“Banks”) entered into a placing agreement (“Placing Agreement”) pursuant to which the Banks agreed to use their respective reasonable endeavours to procure placees for RPS Shares of the Company (“Placing Shares”) at a price of 44 pence per share (“Placing Price”) (“Placing”). In consideration of their services under the Placing Agreement, and subject to their obligations under the Placing Agreement having become unconditional and the Placing Agreement not being terminated, RPS agreed to pay to the Banks a market standard rate of commissions in connection with the Placing. In addition to the commission, RPS agreed to pay (or reimburse where appropriate) all costs, charges, fees and expenses in relation to or incidental to the Placing, including the fees of its and the Banks’ professional advisers, the fees of the FCA and the London Stock Exchange, all properly incurred out of pocket expenses, disbursements of the Banks, other professional fees and all stamp duty and stamp duty reserve tax (if any) and other similar duties and taxes. RPS gave certain customary representations and warranties to the Banks as to the accuracy of the information contained in the announcement made in connection with the Placing. In addition, RPS gave customary indemnities to the Banks and certain warranties and indemnities given by RPS in the Placing Agreement were unlimited as to time and amount. The obligations of the Banks under the Placing Agreement were subject to customary terms and conditions for a transaction of this type. The Placing Agreement also contained market-standard lock up covenants on behalf of RPS.

(ii)        Revolving Facility Agreement

Background

RPS, as Borrower (as defined therein), entered into a syndicated revolving credit facility agreement (the “Revolving Facility Agreement”) with Lloyds Bank plc, HSBC UK Bank plc and National Westminster Bank plc (together, the “Lenders”), with National Westminster Bank plc as Agent (as defined therein). Originally dated 29 July 2019, the Revolving Facility Agreement was further amended and/or amended and restated on 24 April 2020, 26 May 2020, 16 October 2020 and 10 August 2021.

Following the amendment and restatement of the Revolving Facility Agreement on 10 August 2021, the Lenders’ commitments totalled £100 million (the “Revolving Facility”), split as follows:

(a)         Lloyds Bank plc: £37,500,000;

(b)         HSBC UK Bank plc: £37,500,000; and

(c)         National Westminster Bank plc: £25,000,000.

Purpose

The Revolving Facility is to be used towards the general corporate and working capital purposes of the RPS Group (including the making of acquisitions permitted under the terms of the Revolving Facility Agreement).

Availability and repayment

The Revolving Facility is made available to RPS until 31 July 2024.

Each loan drawn under the Revolving Facility (a “Loan”) is payable at the end of an interest period (which cannot be longer than 6 months) that is set by RPS.

RPS is permitted to have outstanding up to 15 Loans at any one time.

Fees

Fees payable under the Revolving Facility Agreement and associated fee letters include annual commitment fees (calculated based on the available loan commitment), arrangement fees and agency fees.

Guarantees and security

The Revolving Facility Agreement is unsecured.

The payment and performance of all obligations under the Revolving Facility Agreement (and the finance documents related to such) is guaranteed by RPS and certain of its material subsidiaries that are party to the Revolving Facility Agreement as a Guarantor (as defined therein).

Representations, warranties, undertakings and events of default

The Revolving Facility Agreement contains customary representations and warranties, undertakings, financial covenants (which test the RPS Group’s leverage and interest cover) and events of default, each with appropriate carve-outs and materiality thresholds.

(iii)       Aviva and LGIM Facilities Background

In addition to the Revolving Facility, RPS entered into two separate term loan facilities with (i) Legal and General Assurance Society Limited and Legal and General Assurance (Pensions Management) Limited (collectively, “LGIM”) (the “LGIM Facility Agreement”); and (ii) Aviva Investors Alternative Income Solutions Investments S.A., Aviva Investors Multi-Asset Alternative Income S.A. and Saul Trustee Company as Trustee of the Superannuation Arrangements of the University of London (collectively, “Aviva”) (the “Aviva Facility Agreement”), on 10 August 2021.

The LGIM Facility Agreement provides for unsecured committed non-revolving term facilities in the aggregate amount of £30,000,000 (the “LGIM Loan”).

The Aviva Facility Agreement provides for unsecured committed non-revolving term facilities in the aggregate amount of £25,000,000 comprising of two term loans:

Purpose

The LGIM Loan and Aviva Loans were used towards re-financing certain financial indebtedness of RPS, with any surplus applied towards the general working capital of the RPS Group.

Availability and repayment

The utilisation date and repayment date for each loan are as follows:

(a)        The LGIM Loan was drawn down on 24 September 2021 and is repayable in full on 23 September 2028; and

(b)        each Aviva Loan was drawn down on 23 September 2021 and is repayable in full on 23 September 2028.

Guarantees and security

Each of the Aviva Facility Agreement and the LGIM Facility Agreement is unsecured.

The payment and performance of all obligations under the applicable facility agreement (and the finance documents related to such) is guaranteed by RPS and certain of its material subsidiaries that are party to the relevant facility agreement as a Guarantor (as defined therein).

Representations, warranties, undertakings and events of default

Each of the Aviva Facility Agreement and the LGIM Facility Agreement contains customary representations and warranties, undertakings, financial covenants (which test the RPS Group’s leverage and interest cover) and events of defaults, each with appropriate carve-outs and materiality thresholds.

(iv)      WSP Global confidentiality agreement

WSP Global and RPS entered into a confidentiality and standstill agreement dated 15 June 2022 (the “WSP Global Confidentiality Agreement”) pursuant to which WSP Global has undertaken to: (i) keep confidential information relating to, inter alia, the WSP Acquisition and RPS and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the WSP Acquisition.

These confidentiality obligations remain in force for a period of two years from the date of the WSP Global Confidentiality Agreement or until completion of the WSP Acquisition, if earlier. WSP Global also agreed to certain standstill undertakings, all of which ceased to apply upon the release of the WSP Announcement.

This agreement also includes customary non-solicitation obligations on the Wider WSP Group.

(v)        WSP Global co-operation agreement

In connection with the WSP Offer, WSP Global, WSP Holdings and RPS entered into a co-operation agreement dated 8 August 2022 (“WSP Global Co-operation Agreement”) pursuant to which (among other things) WSP Global and WSP Holdings agreed to use their reasonable endeavours to implement the WSP Acquisition.

The WSP Global Co-operation Agreement records the intention of WSP Global, WSP Holdings and RPS to implement the WSP Acquisition by way of a scheme of arrangement, subject to WSP Holdings’ right to switch to a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act) in certain circumstances. WSP Global, WSP Holdings and RPS agreed to certain customary provisions if the scheme of arrangement should switch to a takeover offer.

The WSP Global Co-operation Agreement also contains provisions that shall apply in respect of directors’ and officers’ insurance and the RPS Share Plans.

The WSP Global Co-operation Agreement shall be terminated with immediate effect if:

WSP Global has the right to terminate the WSP Global Co-operation Agreement in certain circumstances, including if:

(vi)       WSP Global regulatory clean team protocol

In connection with the WSP Offer, WSP Global and RPS put in place a regulatory clean team protocol on 22 July 2022 which sets out how confidential information that is competitively sensitive can be disclosed, used or shared between WSP Global’s external legal counsel and RPS’ external legal counsel for the purposes of obtaining the consent of competition authorities and/or regulatory clearances in connection with the WSP Acquisition.

(vii)     WSP Global confidentiality and joint defence agreement

In connection with the WSP Offer, WSP Global, RPS and their respective external legal counsels entered into a confidentiality and joint defence agreement dated 22 July 2022, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

(viii)     WSP Global common interest and joint defense agreement

In connection with the WSP Offer, WSP Global, RPS, RPS Group Inc. and their respective external legal counsels entered into a common interest and joint defense agreement dated 3 August 2022, the purpose of which is to ensure that the exchange and/or disclosure of certain materials can be made in a manner which seeks to preserve any privilege, right or immunity that might be available.

7.2        Tetra Tech material contracts

Other than the Confidentiality Agreement, Co-operation Agreement, Regulatory Clean Team Protocol and Confidentiality and Joint Defence Agreement summarised in paragraph 7.3 (Offer-related arrangements) below, and save as disclosed below, neither Tetra Tech, Inc. nor Tetra Tech nor its or their subsidiaries have, during the period beginning on the date falling two years before the commencement of the Offer Period and ending on the last practicable date prior to the publication of this document, entered into any material contract other than in the ordinary course of business:

(i)          Bridge Facility Agreement

Background

In connection with the Tetra Tech Acquisition, Tetra Tech, Inc. entered into a New York law governed bridge credit agreement dated 23 September 2022, as borrower, with Bank of America, N.A., as lender and as administrative agent (the “Bridge Facility Agreement”), including three committed term loan tranches consisting of Tranche A in an original committed amount of £447,000,000, Tranche B in a committed amount of £267,000,000 and Tranche C in a committed amount of US $350,000,000. Bank of America, N.A. is an original lender under the Bridge Facility Agreement, and will seek to syndicate its commitments, including during the Certain Funds Period (as defined in the Bridge Facility Agreement). Tetra Tech, Inc. has full discretion to refuse to consent to a transfer of an existing lender’s commitments during the Certain Funds Period, subject to limited exceptions (such as transfers to existing lenders, if a Certain Funds Event of Default (as defined in the Bridge Facility Agreement) has occurred or pursuant to an agreed syndication strategy). In connection with the entry into the Amended Credit Agreement (as described below), the entirety of the commitments under Tranche B and Tranche C were replaced and terminated.

Purpose

The proceeds of borrowings under the Bridge Facility Agreement may be used to finance, among other things, the Tetra Tech Acquisition, Tetra Tech, Inc.'s incurrence, replacement, or refinancing of indebtedness in connection with the Tetra Tech Acquisition and to pay related fees and expenses, including the repayment of the existing debt facilities of RPS.

Maturity

The Bridge Facility has a final maturity date on the date falling 364 days after the initial drawdown under the Bridge Facility.

Guarantees and security

Tetra Tech, Inc. is party to the Bridge Facility Agreement as borrower. The payment and performance of all obligations under the Bridge Facility Agreement is guaranteed by certain of Tetra Tech, Inc.'s material subsidiaries organized in the United States, being as of the date of this document, the “Guarantors”.

The payment and performance of all obligations under the Bridge Facility Agreement are secured by substantially all assets of Tetra Tech, Inc. and the Guarantors, subject in each case to limited exceptions.

Prepayment

Subject to certain conditions, Tetra Tech, Inc. may voluntarily prepay loans under the Bridge Facility Agreement by giving the administrative agent prior notice of the prepayment.

The Bridge Facility Agreement provides that any unused portion of the Bridge Facility shall cease to be available upon the expiry of the Certain Funds Period.

If Tetra Tech, Inc. or its subsidiaries receive net cash proceeds from equity issuances, debt incurrences or dispositions (in each case, subject to certain exclusions), Tetra Tech, Inc. shall use such proceeds to cancel any commitments or prepay any loans under the Bridge Facility. In addition, if Tetra Tech, Inc. obtains additional financing commitments for the purposes of financing the Tetra Tech Acquisition with conditions to availability thereunder which are the same or are less restrictive to Tetra Tech, Inc. than the conditions precedent applicable to the Bridge Facility, then Tetra Tech, Inc. shall cancel the commitments under the Bridge Facility in an amount equal to such additional financing commitments.

Interest rate and fees

Interest is payable under the Bridge Facility Agreement at a per annum rate equal to the Applicable Rate (as defined in the Bridge Facility Agreement) plus (i) SONIA (plus an adjustment rate of 0.0326%), in the case of loans borrowed in Pounds Sterling, or (ii) at Tetra Tech, Inc.'s option, either Term SOFR (plus an adjustment rate of 0.10%) or a base rate, in the case of loans borrowed in US Dollars. The Applicable Rate is determined on the basis of Tetra Tech, Inc.'s leverage ratio and the time which has elapsed since the closing date.

Until the earlier of (i) 60 days after the closing of the Tetra Tech Acquisition and (ii) BofA Securities, Inc. (the “Bridge Lead Arranger”) having syndicated 50% or more of its commitments under the Bridge Facility (a “Successful Syndication”), the Bridge Lead Arranger is, if it reasonably believes that it is advisable to facilitate a Successful Syndication, entitled to increase the interest rates under the Bridge Facility by no more than 100 basis points per annum (up to 50% of such increase may, at the Bridge Lead Arranger'’s election, be implemented as an increase in upfront fees, funding fees or other fees).

Other fees, including structuring fees, upfront fees, agency fees, ticking fees, duration fees and funding fees are also payable under the Bridge Facility Agreement and the fee and syndication letter to which it refers.

Representations, Warranties, Covenants and Events of Default

The Bridge Facility Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for secured financings of this type, including negative covenants that, among other things limit the ability of Tetra Tech, Inc. and its subsidiaries to incur liens, make dividends, distributions and other restricted payments, make certain fundamental changes and dispose of assets, and to incur indebtedness, in each case subject to exceptions and qualifications.

In addition, the Bridge Facility Agreement requires Tetra Tech, Inc., to maintain a consolidated leverage ratio less than or equal to 3.75 to 1.0 and a consolidated interest coverage ratio of not less than 3.0 to 1.0.

(ii)        Amended Credit Agreement

Background

Tetra Tech, Inc., together with its subsidiaries, Tetra Tech Canada Holding Corporation, Tetra Tech and Tetra Tech Coffey Pty Ltd, collectively as borrowers (the “Amended Facility Borrowers”), are parties to a New York law governed second amended and restated credit agreement dated 30 July 2018, with Bank of America, N.A., as administrative agent, and the other financial institutions from time to time party thereto as lenders (as amended on 10 November 2021, 18 February 2022 and 7 October 2022, the “Amended Credit Agreement”). The Amended Agreement includes: (i) a US $250,000,000 term loan facility (the “Tetra Term Loan Facility”, (ii) a US $500,000,000 revolving credit facility (the “Tetra Revolving Credit Facility”), and (iii) the ability to increase the facilities by an additional US $300,000,000 at the request of Tetra Tech, Inc., subject to customary conditions and obtaining of additional commitments from lenders. The Tetra Term Loan Facility is fully advanced and the Tetra Revolving Credit Facility is available to be advanced, repaid and reborrowed from time to time (until the applicable maturity date) for working capital and other general corporate purposes and up to $350,000,000 under the Tetra Revolving Credit Facility is available, subject only to certain limited conditions to funding, for the purpose of funding the Tetra Tech Acquisition.

Maturity

The Amended Credit Agreement has a final maturity date of 18 February 2027.

Guarantees and security

The payment and performance of all obligations under the Amended Credit Agreement is guaranteed by certain of Tetra Tech, Inc. and the material subsidiaries organized in the United States, being as of the date of this document, the “Amended Facility Guarantors”. The Amended Facility Borrowers (other than Tetra Tech, Inc.) are liable only for their own borrowings and obligations under the Tetra Revolving Credit Facility.

The payment and performance of all obligations under the Amended Credit Agreement is secured by substantially all assets of Tetra Tech, Inc. and the Amended Facility Guarantors, subject in each case to limited exceptions. The payment and performance of all obligations under the Amended Credit Agreement incurred by each Amended Facility Borrower (other than Tetra Tech, Inc.) are secured by substantially all assets of such Amended Facility Borrower, subject in each case to limited exceptions.

Prepayment

Subject to certain conditions, Tetra Tech, Inc. may voluntarily prepay loans under the Amended Credit Agreement by giving the administrative agent prior notice of the prepayment.

Interest rate and fees

Interest is payable under the Amended Credit Agreement at a per annum rate equal to the Applicable Rate (as defined in the Amended Credit Agreement) plus at Tetra Tech, Inc.'s option, either Term SOFR (plus an adjustment rate of 0.10%) or a base rate, in the case of loans borrowed in US Dollars. Borrowings in alternative currencies accrue interest at a per annum rate of the Applicable Rate plus a customary floating rate applicable to borrowings in such currencies. The Applicable Rate is determined on the basis of Tetra Tech, Inc.'s leverage ratio.

Other fees, including unused commitment fees in respect of the Tetra Revolving Credit Facility are also payable under the Amended Credit Agreement.

Representations, Warranties, Covenants and Events of Default

The Amended Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary for secured financings of this type, including negative covenants that, among other things limit the ability of Tetra Tech, Inc. and its subsidiaries to incur liens, make dividends, distributions and other restricted payments, make certain fundamental changes and dispose of assets, and to incur indebtedness, in each case subject to exceptions and qualifications. In addition, the Amended Credit Agreement requires Tetra Tech, Inc., to maintain a consolidated leverage ratio less than or equal to 3.25 to 1.0, which may be increased to 3.75 to 1.0 for four quarters following a material acquisition, and a consolidated interest coverage ratio of not less than 3.0 to 1.0.

7.3        Offer-related arrangements

(i)        Confidentiality Agreement

Tetra Tech, Inc. and RPS entered into a confidentiality agreement dated 17 August 2022 (the “Confidentiality Agreement”) pursuant to which Tetra Tech, Inc. has undertaken to: (i) keep confidential information relating to, inter alia, the Tetra Tech Acquisition and RPS and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and

(ii)      use the confidential information only in connection with the Tetra Tech Acquisition.

These confidentiality obligations remain in force for a period of 12 months from the date of the Confidentiality Agreement or until the Effective Date, if earlier.

This agreement also includes customary non-solicitation obligations on the Wider Tetra Tech Group.

(iii)    Co-operation Agreement

Tetra Tech, Inc. and RPS have entered into a co-operation agreement dated 23 September 2022 (the “Co-operation Agreement”) with respect to the conduct of the Tetra Tech Acquisition. The terms of the Co-operation Agreement provide that (among other things):

(a)       Tetra Tech, Inc. shall use all reasonable endeavours to implement the Tetra Tech Acquisition;

The Co-operation Agreement records the intention of Tetra Tech, Inc. and RPS to implement the Tetra Tech Acquisition by way of the Scheme, subject to Tetra Tech, Inc.'s right to switch to a Takeover Offer in certain circumstances. Tetra Tech, Inc. and RPS have agreed to certain customary provisions if the Scheme should switch to a Takeover Offer.

The Co-operation Agreement also contains provisions that shall apply in respect of directors’ and officers’ insurance and the RPS Share Plans.

The Co-operation Agreement shall be terminated with immediate effect if:

Tetra Tech, Inc. has the right to terminate the Co-operation Agreement in certain circumstances, including if:

(iv)     Regulatory Clean Team Protocol

Tetra Tech, Inc. and RPS have put in place a Regulatory Clean Team Protocol which sets out how confidential information that is competitively sensitive can be disclosed, used or shared between Tetra Tech.'s external legal counsel and RPS’ external legal counsel for the purposes of obtaining the consent of competition authorities and/or regulatory clearances in connection with the Tetra Tech Acquisition.

(v)      Confidentiality and Joint Defence Agreement

Tetra Tech, Inc., RPS and their respective external legal counsels have entered into a Confidentiality and Joint Defence Agreement, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

8.          Irrevocable Undertakings and Letter of Intent

8.1       Irrevocable undertakings

The following holders or controllers of RPS Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and, if Tetra Tech exercises its right to implement the Tetra Tech Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer:

In addition, each of the irrevocable undertakings from Aberforth, The Wellcome Trust and M&G include an undertaking to vote against any resolution to approve any scheme of arrangement or other transaction which is proposed in competition with the Tetra Tech Acquisition.

Save as noted below, the irrevocable undertakings given by Aberforth and The Wellcome Trust each prevent such RPS Shareholders from disposing of, charging, pledging or otherwise encumbering or granting any option or other right over all or any part of their RPS Shares, or any interest in them (whether conditionally or unconditionally), other than pursuant to the Tetra Tech Acquisition.

Save as noted below, the irrevocable undertakings given by M&G and Artemis each prevent such RPS Shareholders from disposing of, selling or transferring (and in the case of M&G only, charging, pledging or otherwise encumbering or granting any option or other right over) all or any part of their RPS Shares, or any interest in them (whether conditionally or unconditionally), other than pursuant to the Tetra Tech Acquisition.

The irrevocable undertakings given by Aberforth, The Wellcome Trust, M&G and Artemis each prevent such RPS Shareholders from acquiring further RPS Shares or other securities of RPS or any interest (as defined in the Takeover Code) in any shares or securities unless the Takeover Panel first determines that such RPS Shareholders are not acting in concert with Tetra Tech.

The irrevocable undertaking given by Aberforth will also not apply to RPS Shares to the extent that they are the subject of a distribution to a client by way of a redemption in specie. The irrevocable undertaking given by Aberforth is subject to any termination or amendment of its authority from the relevant beneficial owners of the RPS Shares.

The irrevocable undertakings given by Aberforth and The Wellcome Trust will not apply to any RPS Shares that have been lent to a third party and they are unable to recall, provided that Aberforth or The Wellcome Trust (as applicable) have used reasonable endeavours to procure the recall of such Voting Shares (as defined in their irrevocable undertakings).

The obligations of Aberforth, The Wellcome Trust, M&G and Artemis under their respective irrevocable undertakings are conditional on, amongst others, Tetra Tech not having announced, with the consent of the Takeover Panel, and before this document is published, that it does not intend to proceed with the Tetra Tech Acquisition and no new, revised or replacement Scheme (or Takeover Offer, as applicable) having been announced by Tetra Tech in accordance with Rule 2.7 of the Takeover Code.

The irrevocable undertaking from Artemis is subject to Artemis’ right to sell, transfer or otherwise dispose of any of the RPS Shares which the irrevocable undertaking relates to, provided that Artemis uses reasonable endeavours to request that such purchaser or transferee enters into an undertaking in substantially the same form as the irrevocable undertaking from Artemis.

The obligations of Aberforth, The Wellcome Trust and M&G under their respective irrevocable undertakings shall lapse and cease to have effect on and from such time the Scheme does not become effective, is withdrawn, or lapses in accordance with its terms, provided that this will not apply where the Tetra Tech Acquisition is withdrawn or lapses solely as a result of Tetra Tech exercising its right to implement the Tetra Tech Acquisition by way of a Takeover Offer rather than by way of Scheme.

The irrevocable undertakings from Aberforth and The Wellcome Trust will also cease to be binding if an announcement is made in accordance with Rule 2.7 of the Takeover Code of a competing offer, where the value of the consideration per RPS Share at the time it is made exceeds the value of the consideration per RPS Share available under the Tetra Tech Acquisition by at least ten (10) per cent. at that time.

The irrevocable undertakings from Aberforth, The Wellcome Trust, M&G and Artemis will also be fully discharged following the conclusion of the Court Meeting and the General Meeting (and any adjournment thereof).

The irrevocable undertaking from M&G will also cease to be binding if an announcement is made in accordance with Rule 2.7 of the Takeover Code of a competing offer, where the value of the consideration per RPS Share available at the time it is made exceeds the value of the consideration per RPS Share available under the Tetra Tech Acquisition by at least seven and a half (7.5) per cent. at that time (provided that, if no later than 5.00 p.m. on the fifth business day after the day on which such third party’s competing offer is made, the consideration per RPS Share under the Tetra Tech Acquisition is increased such that its value (in Tetra Tech’s reasonable opinion) is equal to or exceeds the third party’s competing offer, M&G’s obligations under the irrevocable undertaking shall not lapse and all obligations under it shall remain in full force and effect).

The irrevocable undertaking from Artemis will also cease to be binding if: (i) an announcement is made in accordance with Rule 2.7 of the Takeover Code of a competing offer; or (ii) the Scheme is withdrawn, does not become effective by 11.59 p.m. on 9 August 2023, or lapses in accordance with its terms (provided that this limb (ii) shall not apply where the Tetra Tech Acquisition is withdrawn or lapses solely as a result of Tetra Tech exercising its right to implement the Tetra Tech Acquisition by way of a Takeover Offer rather than a Scheme.

8.2        Letter of intent

The following holder or controller of RPS Shares has given a non-binding letter of intent indicating an intention to support the Tetra Tech Acquisition by way of a Scheme:

RWC’s support is conditional on, amongst others, Tetra Tech not having announced, with the consent of the Takeover Panel, and before this document is published, that it does not intend to proceed with the Tetra Tech Acquisition and no new, revised or replacement Scheme (or Takeover Offer, as applicable) having been announced by Tetra Tech in accordance with Rule 2.7 of the Takeover Code.

RWC’s support will cease: (i) if an announcement is made in accordance with Rule 2.7 of the Takeover Code of a competing offer, the value of the consideration per ordinary share available under which at the time it is made exceeds the value of the consideration per ordinary share available under the Tetra Tech Acquisition by at least seven and a half (7.5) per cent. at that time; or (ii) automatically at 5.00 p.m. on 31 December 2022 (and may be revoked at RWC’s sole discretion at any time prior to such date without notice).

RWC has since disposed of 6,000,000 RPS Shares. As a result, the non-binding letter of intent from RWC is now in respect of its remaining holding of 10,106,118 RPS Shares, representing approximately 3.64 per cent. of RPS’ issued share capital as at 10 October 2022 (being the latest practicable date prior to the date of this document).

9.           Financing arrangements

BofA Securities, in its capacity as financial adviser to Tetra Tech, Inc. and Tetra Tech, is satisfied that sufficient financial resources are available to Tetra Tech to enable it to satisfy in full the cash consideration payable to RPS Shareholders under the terms of the Tetra Tech Acquisition.

Further details of the financing of the Tetra Tech Acquisition are set out in paragraph 12 (Financing of the Tetra Tech Acquisition) of Part 2 (Explanatory Statement) of this document.

10.       Bases and sources

10.2     Any references to the issued and to be issued share capital of RPS are based on:

(i)          the 277,510,925 RPS Shares referred to in paragraph 10.1 above; and

10.5    The volume-weighted average price data on 8 August 2022 is taken from Bloomberg.

which leads to a pre-IFRS 16 Adjusted EBITDA for the financial year ended 31 December 2021 of £37.2 million (“2021A pre-IFRS 16 Adjusted EBITDA”).

which leads to a pre-IFRS 16 Adjusted EBITDA for the six months ended 30 June 2021 of £17.0 million (“H1-2021 pre-IFRS 16 Adjusted EBITDA”).

which leads to a pre-IFRS 16 Adjusted EBITDA for the six months ended 30 June 2022 of £21.7 million (“H1-2022 pre-IFRS 16 Adjusted EBITDA”).

Copies of the following documents will be available, free of charge, on RPS’ website at https:// www.rpsgroup.com/tetra-tech-offer and Tetra Tech, Inc.'s website at https://www.tetratech.com/investor- offer during the course of the Tetra Tech Acquisition:

PART 6

THE SCHEME OF ARRANGEMENT

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (CHD)

IN THE MATTER OF RPS GROUP PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

BETWEEN

RPS GROUP PLC

AND

THE SCHEME SHAREHOLDERS

(as hereinafter defined)

References to Clauses are to Clauses of this Scheme, and references to time are to London time.

THE SCHEME

such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares otherwise than in accordance with the directions of Tetra Tech.

For each Scheme Share held by the Scheme Shareholder at the Scheme Record Time, 222 pence in cash