Disclaimer

Disclaimer please read

CASH OFFER FOR RPS GROUP PLC ("RPS") BY TETRA TECH UK HOLDINGS LIMITED ("TETRA TECH"), A WHOLLY-OWNED SUBSIDIARY OF TETRA TECH, INC. (THE "OFFER")

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS SECTION OF THE WEBSITE. THIS SECTION OF THE WEBSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH RPS REGARDS AS UNDULY ONEROUS. INFORMATION RELATING TO THE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE RPS WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. Access to the offer

Please read this notice carefully – it applies to all persons who view this part of the RPS website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the RPS website.

For regulatory reasons, RPS must ensure that persons seeking to access this part of the RPS website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this part of the RPS website, you have to read the following in its entirety then click "I agree". If you are unable to agree, you must click "I disagree" and you will not be able to view any such details.

2. Overseas jurisdictions

Viewing the information contained in this part of the RPS website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are not permitted to view the information contained in this part of the website or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.

3. Notice to US investors

The Offer, if made, will be made for the securities of RPS, a company incorporated under the laws of England and Wales, and is expected to be made in the United States in compliance with, and reliance on, the relevant provisions of Section 14(e) of the Securities Exchange Act of 1934 and Regulation 14E thereunder. The Offer, if made, will be made in the United States by Tetra Tech and no one else.

The Offer, if made, will be subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. Neither the US Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved the Offer, passed upon the fairness of the Offer or passed upon the adequacy or accuracy of any information in this section of the website. Any representation to the contrary is a criminal offence in the United States.

The financial information included in certain documents contained in the RPS website has been prepared in accordance with non-US accounting standards, and thus 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.

It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The Offer, if made, will be subject to the applicable requirements of the City Code on Takeovers and Mergers, the UK Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.

Any securities referred to in the information relating to the Offer that can be accessed via this part of the RPS website have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

4. Basis of access to information relating to the Offer

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The information relating to the Offer that can be accessed via this part of the RPS website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to RPS that they are doing so for information purposes only. The information relating to the Offer that can be accessed via this part of the RPS website is not intended to be, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for, or buy, or an invitation to purchase or subscribe for, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance, or transfer of the securities in any jurisdiction in contravention of applicable law.

RPS shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to RPS shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

5. Forward-looking statements

Some of the information contained in this part of the website may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Tetra Tech and RPS about future events and are therefore subject to uncertainty and changes in circumstances which could cause actual results, performances, or events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the RPS website include statements about the expected effects of the Offer on: RPS and its subsidiary undertakings from time to time ("RPS Group"); Tetra Tech, Inc.  and its subsidiary undertakings from time to time ("Tetra Tech Group"); and the enlarged group following the Offer comprising the RPS Group and the Tetra Tech Group ("Enlarged Group"), the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this part of the RPS website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Tetra Tech or RPS. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the EU (including any changes to the UK currency), Eurozone instability), the presence, transmission, threat or fear of a novel coronavirus, including the coronavirus disease (COVID19) or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Offer is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the Tetra Tech Group to integrate successfully the RPS Group's operations and programmes when the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Offer when the Offer is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Tetra Tech nor RPS, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this part of the RPS website will actually occur.

6. Responsibility

The directors of RPS only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this part of the RPS website unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, RPS expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this part of the RPS website, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS PART OF THE RPS WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

7. Confirmation of understanding and acceptance of disclaimer.

  • I have read and understood the disclaimer set out above and agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the materials on this website either in whole or in part to any other person at any time.
  • I represent and warrant to RPS that I intend to access this website for information only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.

If you are unable to give these confirmations you should click on "I disagree" below.

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