Recommended Cash Offer for Sweett Group PLC

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

FOR IMMEDIATE RELEASE

25 May 2016

RECOMMENDED CASH OFFER

for

Sweett Group plc ("Sweett")

by

WSP Global Inc. ("WSP")

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

Summary

· The boards of directors of WSP and Sweett are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which WSP (or a direct or indirect wholly-owned subsidiary of WSP) will acquire the entire issued and to be issued share capital of Sweett. The Acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this announcement.

· Under the terms of the Acquisition, Sweett Shareholders will be entitled to receive 35 pence in cash for each Sweett Share held, valuing the entire issued share capital of Sweett at approximately £24 million.

· The Offer price represents a premium of approximately:

· 52.17 per cent. to the Closing Price per Sweett Share of 23 pence on 24 May 2016 (being the last Business Day prior to the date of this announcement); and

· 73.58 per cent. to the six-month average price per Sweett Share of 20 pence (being the average Closing Price for the six month period ended on 24 May 2016, being the last Business Day prior to the date of this announcement).

· The Sweett Directors, who have been so advised by Stockdale, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Sweett Directors, Stockdale has taken into account the commercial assessments of the Sweett Directors.

· Accordingly, the Sweett Directors intend unanimously to recommend that Sweett Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do (or procure is done) in respect of their own aggregate beneficial holdings of 391,550 Sweett Shares, which represents approximately 0.57 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the Business Day prior to the date of this announcement). As part of this, the Sweett Directors will give instructions to Cyril Sweett Trustee Limited, in its capacity as trustee of the Sweett SIP, to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting in respect of the Sweett Shares held by them under the Sweett SIP representing, in aggregate, approximately 0.02 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

· WSP has also received irrevocable undertakings from Kim Berry, Close Asset Management Holdings Limited, Derek Pitcher, Debra Pitcher, Alastair Bloore and Jane Bloore to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, in respect of a total of 10,725,644 Sweett Shares, representing approximately 15.62 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

· Further, WSP has obtained an irrevocable undertaking from Cyril Sweett Trustee Company Limited (in its capacity as trustee of the Sweett SIP) to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be approved at the General Meeting in respect of (i) 16,836 Sweett Shares held in the Sweett SIP in respect of which the Directors have a beneficial interest and (ii) any of the remaining 8,114,251 Sweett Shares in the Sweett SIP in respect of which it does not receive voting instructions from Sweett SIP participants to abstain or vote against (a) the Scheme at the Court Meeting and (b) the Resolution to be proposed at the General Meeting. The Sweett Shares held by Cyril Sweett Trustee Company Limited represent approximately 11.81 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

· In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting have been received in respect of 19,231,445 Sweett Shares, representing approximately 28.00 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

· As one of the world's leading professional services firms, WSP provides technical expertise and strategic advice to clients in the Property & Buildings, Transportation & Infrastructure, Environment, Industry, Resources (including Mining and Oil & Gas) and Power & Energy sectors. WSP also offers highly specialised services in project delivery and strategic consulting. Its experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 34,000 people in 500 offices across 40 countries, WSP is well positioned to deliver successful and sustainable projects under its WSP and WSP | Parsons Brinckerhoff brands. WSP is listed on the Toronto Stock Exchange and has, as at 24 May 2016 (being the last Business Day prior to this announcement), a market capitalisation of approximately C$4.24 billion (approximately £2.21 billion).

· Sweett is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett's ongoing operations are predominantly in the UK save for a small presence in mainland Europe and North America. Sweett's network of offices services clients across a diverse range of industry sectors in both the public and private sectors, including education, health, retail and mixed use, government/local authority, housing and transport and infrastructure.

· The acquisition of Sweett is intended to strengthen WSP as a leading global professional services firm. Sweett will play a role in the delivery of cost management, project management and quantity surveying services of the combined business. With complementary end-market exposures in shared geographies, it is intended that the Combined Entity will leverage revenue and cost synergies. Following completion of the Acquisition, the executive directors of Sweett, Douglas McCormick and Patrick Sinclair, will continue in their current roles in accordance with their existing employment arrangements. It is intended that the non-executive directors of Sweett will step down from their positions following completion of the Acquisition.

· The Acquisition is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, which it is expected will be despatched to Sweett Shareholders as soon as reasonably practicable and, in any event, within 28 days of this announcement.

· Commenting on the Acquisition, John Dodds, Chairman of Sweett, said:

"This transaction supports the realisation of both companies' strategic aims and provides a strong global platform for growth. It provides Sweett Shareholders with cash at an offer price that recognises Sweett's underlying value, whilst enabling Sweett's business to accelerate its growth potential with the support of WSP's financial strength."

· Commenting on the Acquisition, Douglas McCormick, Chief Executive Officer of Sweett, said:

"I believe this transaction will provide Sweett, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work.

By joining WSP, this will provide the Company with a stronger platform, both operationally and financially, for growth in the years ahead."

· Commenting on the Acquisition, Alexandre L'Heureux, CFO and incoming, President and Chief Executive Officer of WSP, said:

"This transaction fulfills our strategic ambitions of enhancing our project and cost management services and positions our combined group as a leading global construction management consultancy. WSP and Sweett operate a similar business model of global knowhow, local delivery and are highly compatible in terms of strategic objectives, being both pure play consulting firms."

· Commenting on the Acquisition, Paul Dollin, Chief Operating Officer of WSP, said:

"This transaction is a key step on WSP's journey as a world class professional services organisation. The Sweett team is ideally placed to help lead the combined business ambitions in programme, project and cost consultancy and can thrive as they leverage WSP's global footprint and relationships. The combination of skills and compatible cultures will also provide a great foundation for the two organisations to work together constructively and enjoyably on selected projects, creating attractive and competitive solutions for our clients. This is a transaction that will truly benefit the business, our people and our clients."

· Opus is acting as financial adviser to WSP in respect of the Offer. Nabarro LLP is acting as legal adviser to WSP in respect of the Offer.

· Stockdale is acting as financial adviser to Sweett in respect of the Offer and for the purposes of Rule 3 of the Code. Pinsent Masons LLP is acting as legal adviser to Sweett in respect of the Offer.

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

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

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

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

Sweett will prepare the Scheme Document to be distributed to Sweett Shareholders. Sweett and WSP urge Sweett Shareholders to read the Scheme Document and any accompanying documents when they become available because they will contain important information relating to the Acquisition.

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

Overseas Shareholders

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

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

Unless otherwise determined by WSP or required by the City Code, and permitted by applicable law and regulation, the 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 offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the 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 announcement and all documents relating to the 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. The Acquisition (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sweett 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 legal or regulatory requirements.

Forward-looking statements

This announcement contains statements about WSP and Sweett that are or may be forward-looking statements and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of WSP's or Sweett's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation and global economic conditions on WSP's or Sweett's businesses.

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

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any 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 City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any 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 Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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

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

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of each of WSP's and Sweett's websites at www.wsp-pb.com and www.sweettgroup.com, respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of WSP's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either WSP's or Sweett's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664 0321. 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. The helpline is open 9.00 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded any monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Sweett confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 68,681,091 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B23QD109.

Contents of this announcement

If you are in any doubt about the contents of this announcement or the action that you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

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

FOR IMMEDIATE RELEASE

25 May 2016

RECOMMENDED CASH OFFER

for

Sweett Group plc ("Sweett")

by

WSP Global Inc. ("WSP")

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

1 Introduction

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

2 The Acquisition

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

for each Sweett Share 35 pence in cash

The Offer Price is on the basis that no dividends will be declared following the date of this announcement and, accordingly, if the Acquisition completes, no final dividend will be paid to Sweett Shareholders in respect of Sweett's financial year ended 31 March 2016.

The Offer values the entire existing issued share capital of Sweett at approximately £24 million and represents a premium of approximately:

· 52.17 per cent. to the Closing Price per Sweett Share of 23 pence on 24 May 2016 (being the last Business Day prior to the date of this announcement); and

· 73.58 per cent. to the six month average price per Sweett Share of 20 pence (being the average Closing Price for the six month period ended on 24 May 2016 being the last Business Day prior to the date of this announcement).

It is expected that the Scheme Document will be published as soon as reasonably practicable and, in any event within 28 days of this announcement, that the Court Meeting and the General Meeting will be held on or around 29 June 2016 and that the Scheme will become effective in July 2016.

3 Background to and reasons for the Acquisition

WSP believes that Sweett is an attractive acquisition opportunity for the following key reasons:

· it provides an opportunity to grow the range of advisory skills of WSP;

· it adds further scale and management strength in the United Kingdom and Europe;

· it has a complementary client base to which to cross sell services;

· it gives the opportunity to provide a broader offering to WSP's existing and new clients; and

· it provides a very solid foundation from which WSP can achieve growth of a strong programme, project and cost management capability.

The Board of Sweett considers there to be an excellent strategic fit between WSP and Sweett, and that the Offer enables Sweett Shareholders to realise their entire investment in cash at both an attractive value and a significant premium to the prevailing price of a Sweett Share. In addition, the Offer gives Sweett access to funding and a structure within which to grow both organically and through acquisition. Accordingly, the Board of Sweett intends unanimously to recommend that Sweett Shareholders vote in favour of the Scheme as the Sweett Directors have irrevocably undertaken to do in respect of their own aggregate beneficial holdings of 391,550 Sweett Shares, representing approximately 0.57 per cent. of Sweett's issued share capital as at 24 May 2016 (being the last Business Day prior to the date of this announcement).

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

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

4 Recommendation

The Board of Sweett, which has been so advised by Stockdale, as the independent adviser for the purpose of Rule 3 of the Code, considers the terms of the Acquisition to be fair and reasonable as far as Sweett Shareholders are concerned. In providing its advice to the Board of Sweett, Stockdale has taken into account the commercial assessments of the Sweett Directors.

Accordingly, the Sweett Directors intend unanimously to recommend that Sweett Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as the Sweett Directors have irrevocably undertaken to do (or procure is done) in respect of their own aggregate beneficial holdings of 391,550 Sweett Shares representing, in aggregate, approximately 0.57 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

The Sweett Directors have also undertaken to exercise their rights to direct Cyril Sweett Trustee Company Limited, the trustee of the Sweett SIP, to vote similarly in respect of the unvoted Sweett Shares held by the trustee for the Directors under the Sweett SIP representing, in aggregate, approximately 0.02 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement)

5 Irrevocable undertakings

WSP has received irrevocable undertakings from each of the Sweett Directors and from Kim Berry, Close Asset Management Holdings Limited, Derek Pitcher, Debra Pitcher, Alastair Bloore and Jane Bloore to vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions to be proposed at the General Meeting, in respect of a total of 10,725,644 Sweett Shares, representing approximately 15.62 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

Further, WSP has obtained an irrevocable undertaking from Cyril Sweett Trustee Company Limited (in its capacity as trustee of the Cyril Sweett SIP) to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be approved at the General Meeting in respect of (i) 16,836 Sweett Shares held in the Cyril Sweett SIP in respect of which the Directors have a beneficial interest) and (ii) any of the remaining 8,114,251 Sweett Shares in the Cyril Sweett SIP in respect of which it does not receive voting instructions from Sweett SIP participants to abstain or to vote against (a) the Scheme at the Court Meeting and (b) the Resolution to be proposed at the General Meeting. The Sweett Shares held by Cyril Sweett Trustee Company Limited represent approximately 11.81 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting have been received in respect of a minimum of 19,231,445 Sweett Shares, representing approximately 28.00 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

6 Information on WSP

As one of the world's leading professional services firms, WSP provides technical expertise and strategic advice to clients in the Property & Buildings, Transportation & Infrastructure, Environment, Industry, Resources (including Mining and Oil & Gas) and Power & Energy sectors. WSP also offers highly specialised services in project delivery and strategic consulting. Its experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 34,000 people in 500 offices across 40 countries, WSP is well positioned to deliver successful and sustainable projects under its WSP and WSP | Parsons Brinckerhoff brands. WSP is listed on the Toronto Stock Exchange and has, as at 24 May 2016 (being the last Business Day prior to this announcement), a market capitalisation of approximately C$4.24 billion (approximately £2.21 billion).

7 Information on Sweett

Sweett which was established in 1928 is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett's ongoing operations are predominantly in the UK save for a small presence in mainland Europe and North America. Sweett's network of offices services clients across a diverse range of industry sectors in both the public and private sectors, including education, health, retail and mixed use, government/local authority, housing and transport and infrastructure.

Following admission of Sweett's shares to trading on AIM in October 2007, there was a period of organic growth and inorganic growth by acquisition. In 2015, following a change of senior management, Sweett undertook a strategic review, the key result of which was to focus on improving profitability and cashflow and to reduce debt. As a consequence, the decision was taken to dispose of Sweett's APAC and Indian businesses and to focus on the core UK and European business. The disposal was announced in October 2015 for a consideration of £9.3 million in cash which was used mainly to reduce the Sweett Group's indebtedness.

Following the strategic review, Sweett was reorganised into five business units, namely London and the South-East, England and Wales, Scotland and Ireland, mainland Europe and North America. In addition, in December 2015, Sweett announced that it had decided to exit the Middle East as soon as practicable and was reviewing its options. Subsequently, Sweett announced in February 2016 that its board had resolved to close its MENA operations and withdraw from the region. Sweett employs approximately 600 people, mainly based in the United Kingdom.

8 Current trading and prospects of Sweett

On 26 April 2016, Sweett released a trading update for the year ended 31 March 2016, which included the following information in relation to Sweett Group's current trading and prospects:

"Trading in the year to 31 March 2016 in the Group's ongoing business (excluding MENA) which now predominantly comprises the UK has been strong with anticipated revenue of £54.9 million representing growth of approximately 6.6 per cent (2015: £51.5 million).

Profit before tax, adjusted for exceptional administrative expenses and amortisation of acquired intangibles for the ongoing business decreased in the year to approximately £2.2 million (2015: £2.9 million). This is due principally to one-off property costs of £0.3 million, legal costs resulting from a historical arbitration claim in Ireland of £0.2 million and costs associated with the refinancing of the Group's banking facilities of £0.3 million, all of which have been charged against the profit figure referred to above.

In October 2015 the Group disposed of the APAC and India businesses to Currie & Brown for £9.3 million in cash (before transaction and separation costs) (the "Sale"). As announced on 8 March 2016, Currie & Brown has notified Sweett that it believes an adjustment of £1.8 million (since amended to £1.7 million) falls to be made in its favour under the terms of the Sale. The Group continues to believe and is advised that the adjustment should be £0.5 million. The matter is currently the subject of expert determination with a binding resolution expected in early June 2016 and payment due shortly thereafter. The financial results for the year to 31 March 2016 will show a provision for the full amount claimed of £1.7 million in determining the overall loss on disposal within adjusted items.

In December 2015, the Group announced its intention to withdraw from MENA, a process which is progressing well and at a cost lower than originally anticipated. This is expected to be largely complete by 31 March 2017 resulting in a further cash outflow of approximately £1.0 million during the current financial year.

Earlier this year, the Group announced the resolution of the SFO investigation. This resulted in an order to pay a confiscation of £851,152 in May 2016 and a fine of £1.4 million, 50 per cent of which is to be paid by February 2017, with the remaining sum to be paid by February 2018.

As a result of the withdrawal from MENA and the SFO investigation, the Group's audited final results for the year ended 31 March 2016 will include an exceptional charge of in aggregate approximately £5.1 million (2015: £1.7 million).

Net debt as at 31 March 2016 was significantly lower than expected at £2.6 million (31 March 2015: £9.5 million) although a number of identified and significant cash outflows relating to the items referred to above fall due shortly. The Board is currently in discussions regarding the renewal of its banking facilities which expire on 30 June 2016.

As at 31 March 2016, the ongoing Group's order book was £50.4 million, which was slightly down on the preceding year (31 March 2015: £52.1m), but affords the Group good visibility over the coming year.

In addition, the Group has a healthy pipeline of new opportunities across a number of sectors including infrastructure, education, health, retail, and residential. The Board is optimistic for the current year to 31 March 2017 and expects the Group's ongoing business to have another year of strong revenue growth across all of its regions."

Pursuant to Rule 28.1(c)(i) of the Code, the Sweett Directors confirm that the statements above, and those made in the Sweett Trading Update, remain valid and were properly compiled on the basis of the assumptions stated and that the basis of accounting used is consistent with Sweett's existing accounting policies. Further details of the basis of assumptions and accounting policies used are set out in Appendix II to this announcement.

9 Intentions for the Combined Entity

Following completion of the Acquisition, the executive directors of Sweett, Douglas McCormick and Patrick Sinclair, will continue in their current roles in accordance with their existing employment arrangements. It is intended that the non-executive directors of Sweett will step down from their positions following completion of the Acquisition.

The existing employment rights, including pension rights and associated pension contribution levels, of the management and employees of Sweett will be fully safeguarded. WSP's current plans for Sweett will only involve limited changes in the conditions of employment of Sweett's employees.

Save for the intention to close its MENA operations and withdraw from that region (as previously announced by Sweett), it is not anticipated that there will be any significant reductions in Sweett headcount or redeployment of the fixed assets of the Sweett Group as a result of the Acquisition. However, the Combined Entity will continue to look for operational efficiencies and to react to market conditions which may involve reductions in headcount in the ordinary course of business.

Sweett's audited final results for the year ended 31 March 2016 are expected to be announced prior to the General Meeting.

10 Arrangements between WSP and Sweett management

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

11 Sweett Share Schemes

The Acquisition will impact on awards held by participants in the Sweett Share Schemes. Participants will be contacted to explain the effect the Acquisition will have on their rights under the Sweett Share Schemes and the actions they can take. Appropriate proposals will be made to such participants in due course.

12 Financing

WSP is providing the cash consideration payable under the Acquisition from its existing cash resources.

Opus, financial adviser to WSP, has confirmed that it is satisfied that sufficient financial resources are available to WSP to satisfy in full the cash consideration payable to Sweett Shareholders under the terms of the Acquisition.

13 Offer-related Arrangements

Confidentiality Agreement

WSP and Sweett entered into a confidentiality agreement on 26 May 2015 (the "Confidentiality Agreement") pursuant to which WSP has undertaken to keep information relating to Sweett confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force indefinitely.

Share Scheme Deed

WSP and Sweett have entered into a share scheme deed on 24 May 2016 (the "Share Scheme Deed") setting out certain agreements between them in relation to the treatment of the Sweett Share Schemes. The Share Scheme Deed will terminate: (i) if the Sweett Shareholders fail to approve the Scheme at the Court Meeting and/or fail to pass the Resolution at the General Meeting; (ii) if the Court refuses to sanction the Scheme; (iii) if any of the Conditions becomes incapable of satisfaction or is invoked so as to cause the Offer not to proceed in circumstances where such invocation is in accordance with the Code; (iv) if the Effective Date has not occurred by 31 August 2016 (unless the Scheme is withdrawn, terminates or lapses before that date); (v) by the express written consent of the parties to the Share Scheme Deed at any time prior to the Effective Date; (vi) if on or before the tenth business day after the Scheme is withdrawn, terminates or lapses, WSP has not publicly announced that it intends to implement the Offer by means of a Takeover Offer; or (vii) if WSP determines to implement the Offer by way of a Takeover Offer, and such Takeover Offer lapses, terminates or is withdrawn.

14 Opening Position Disclosures and Interests

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

15 Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a court-sanctioned scheme of arrangement between Sweett and Sweett Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for WSP to become the holder of the entire issued and to be issued share capital of Sweett. This procedure involves, amongst other things, an application by Sweett to the Court to sanction the Scheme and thereby transfer all of the Sweett Shares to WSP, in consideration for which the Sweett Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

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

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

Once the necessary approvals from Sweett Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court. The Scheme will then become effective upon delivery of an office copy of the Court Order to the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in July 2016.

The Offer will lapse if:

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

· the sanction of the Scheme is not made by the Court on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between WSP and Sweett and the Court may allow) and an office copy of the Court Order is not delivered to the Registrar of Companies; or

· the Scheme does not become effective by 31 August 2016 (or such later time and date as WSP and Sweett may agree),

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

Upon the Scheme becoming effective, it will be binding on all Sweett 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). Upon the Scheme becoming effective, the consideration will be despatched by WSP to Sweett Shareholders no later than 14 days after the Effective Date.

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

16 Regulatory issues

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

17 De-listing and re-registration

Prior to the Scheme becoming effective, Sweett will make an application to the London Stock Exchange for the admission to trading on AIM of the Sweett Shares to be cancelled and for such cancellation to take effect shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Sweett Shares on AIM is expected to be the Business Day immediately prior to the Effective Date.

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

18 General

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

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

The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings received by WSP is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules and the Financial Conduct Authority.

19 Documents on display

Copies of this announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be made available on the investor relations section of each of WSP and Sweett's websites at www.wsp-pb.com and www.sweettgroup.com, respectively until the end of the Offer Period:

· the irrevocable undertakings referred to in paragraph 5 above and summarised in Appendix III to this announcement;

· the Confidentiality Agreement; and

· the Share Scheme Deed.

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

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

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

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

Sweett will prepare the Scheme Document to be distributed to Sweett Shareholders. Sweett and WSP urge Sweett Shareholders to read the Scheme Document and any accompanying documents when they become available because they will contain important information relating to the Acquisition.

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

Overseas Shareholders

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

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

Unless otherwise determined by WSP or required by the City Code, and permitted by applicable law and regulation, the 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 offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the 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 announcement and all documents relating to the 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. The Acquisition (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sweett 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 legal or regulatory requirements.

Forward-looking statements

This announcement contains statements about WSP and Sweett that are or may be forward-looking statements and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of WSP's or Sweett's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation and global economic conditions on WSP's or Sweett's businesses.

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

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any 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 City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any 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 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.

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

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the investor relations section of each of WSP's and Sweett's websites at www.wsp-pb.com and www.sweettgroup.com, respectively, by no later than 12.00 noon (London time) on the Business Day following this announcement. Neither the contents of WSP's website, nor those of Sweett's website, nor those of any other website accessible from hyperlinks on either WSP's or Sweett's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) by writing to Capita Assets Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0371 664 0321. 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. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Sweett confirms that as at the date of this announcement, it has in issue and admitted to trading on AIM 68,681,091 ordinary shares of 10 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B23QD109.

APPENDIX ICONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: The Conditions

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by not later than 5.00 p.m. (London time) on 31 August 2016 or such later time and date (if any) as WSP and Sweett may, with the consent of the Panel, agree and the Court may allow.

2. The Scheme will be conditional upon:

(a) the approval of the Scheme by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting) and (ii) such Court Meeting being held on or before the 22nd day after the expected date of such meeting to be set out in the Scheme Document in due course (or such later date as WSP and Sweett may agree);

(b) all resolutions in connection with, or necessary to approve and implement the Scheme, as set out in the notice of the General Meeting being duly passed by the requisite majority (or majorities) of the votes cast at the General Meeting or at any adjournment of that meeting and (ii) such General Meeting being held on or before the 22nd day after the expected date of such meeting to be set out in the Scheme Document in due course (or such later date as WSP and Sweett may agree and the Court may allow);

(c) the sanction of the Scheme (with or without modification but subject to any modifications being on terms reasonably acceptable to WSP and Sweett) by the Court on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as WSP and Sweett may agree and the Court may allow) and the delivery of an office copy of the Court Order to the Registrar of Companies.

3. In addition, subject as stated in Part B of this Appendix I and to the requirements of the Panel, the Acquisition will be conditional upon the following conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such conditions (as amended if appropriate) have been satisfied or, where relevant, waived in writing:

(a) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation or order (and there not continuing to be outstanding any such statute, regulation, decision or order) or taken any other step that would or might reasonably be expected to:

(i) make the Acquisition, its implementation or the acquisition or the proposed acquisition by WSP or any member of the Wider WSP Group of any shares or other securities in, or control or management of, Sweett or any member of the Wider Sweett Group void, illegal and/or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict, delay or otherwise materially adversely interfere with the same or impose material additional conditions or obligations with respect to the Acquisition (or its implementation) or such acquisition, or otherwise impede, materially challenge or interfere with the Acquisition (or its implementation) or such acquisition, or require material adverse amendment to the terms of the Acquisition or the acquisition or proposed acquisition of any Sweett Shares or the acquisition of control or management of Sweett or any member of the Wider Sweett Group by WSP or any member of the Wider WSP Group;

(ii) materially limit or delay the ability of any member of the Wider WSP Group or any member of the Wider Sweett Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Sweett Group or any member of the Wider WSP Group, as the case may be, taken as a whole;

(iii) require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider WSP Group of any shares or other securities in Sweett or any member of the Wider Sweett Group (in any case to an extent which is or reasonably likely to be material in the context of the Wider WSP Group or the Wider Sweett Group, as the case may be, taken as a whole);

(iv) require, prevent or materially delay any divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider WSP Group or by any member of the Wider Sweett Group of all or any part of their respective businesses, assets or properties or limit the ability of any of them to conduct all or any part of their respective businesses or to own or control any of their respective assets or properties or any part thereof (in any case to an extent which is or is reasonably likely to be material in the context of the Wider WSP Group or the Wider Sweett Group, as the case may be, taken as a whole);

(v) other than in connection with the implementation of the Acquisition, require any member of the Wider WSP Group or of the Wider Sweett Group to subscribe for or acquire, or to offer to subscribe for or acquire, any shares or other securities (or the equivalent) or interest in, or any asset owned by, any member of the Wider Sweett Group or any Third Party;

(vi) materially limit the ability of any member of the Wider WSP Group or of the Wider Sweett Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider WSP Group and/or of the Wider Sweett Group in each case in a manner which is material in the context of the Acquisition, or as the case may be, in the context of the Wider WSP Group or the Wider Sweett Group, as the case may be, taken as a whole;

(vii) result in any member of the Wider WSP Group or the Wider Sweett Group ceasing to be able to carry on business under any name under which it presently does so (in any case to an extent which is material in the context of the Wider WSP Group or the Wider Sweett Group, as the case may be, taken as a whole); or

(viii) save as Disclosed, otherwise adversely affect the business, assets, profits, financial or trading position or prospects of any member of the Wider WSP Group to a material extent, or, of the Wider Sweett Group, taken as a whole, to a material extent;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten such actions, proceedings, suit, investigation, enquiry or reference or take any other step under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as the case may be);

(b) all material notifications, filings and/or applications which are necessary having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Sweett or any other member of the Wider Sweett Group by any member of the Wider WSP Group or the carrying on by any member of the Wider Sweett Group of its business;

(c) all Authorisations which are necessary in any relevant jurisdiction for or in respect of the Acquisition (or its implementation) or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Sweett or any other member of the Wider Sweett Group by WSP or any member of the Wider WSP Group or the carrying on by any member of the Wider Sweett Group of its business having been obtained, in terms and in a form satisfactory to WSP from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider WSP Group or any member of the Wider Sweett Group has entered into contractual arrangements and such Authorisations together with all authorisations necessary for any member of the Wider Sweett Group to carry on its business remaining in full force and effect, and there being no notice or other intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same having been made in connection with the Acquisition or any other matter directly, or indirectly, arising from the Acquisition (or its implementation), in each case where the absence of such Authorisation would have a material adverse effect on the Wider Sweett Group or the Wider WSP Group taken as a whole and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with;

(d) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit, franchise or other instrument to which any member of the Wider Sweett Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any circumstance, which, in each case as a consequence of the Acquisition (or its implementation) or the acquisition or proposed acquisition by WSP or any member of the Wider WSP Group or otherwise of any shares or other securities (or the equivalent) in, or control or management of, Sweett or any other member of the Wider Sweett Group, could reasonably be expected to result in, in any case to an extent which is or would be material in the context of the Wider Sweett Group taken as a whole:

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

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

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

(iv) any asset or interest of any member of the Wider Sweett Group or any asset the use of which is enjoyed by any member of the Wider Sweett Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Sweett Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Sweett Group otherwise than in the ordinary course of business;

(v) any member of the Wider Sweett Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the creation or assumption of any liabilities (actual or contingent) by any member of the Wider Sweett Group other than in the ordinary course of business;

(vii) the rights, liabilities, obligations or interests of any member of the Wider Sweett Group under any such arrangement, agreement, lease, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any agreements or arrangements relating to any such interests or business) being terminated, adversely modified or affected;

(viii) the financial or trading position or the prospects or the value or the profits of Sweett or of any member of the Wider Sweett Group being prejudiced or adversely affected;

(ix) the creation of any liability (actual or contingent) by any member of the Wider Sweett Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

(x) any member of the Wider Sweett Group being required to acquire or repay any shares in and/or indebtedness of any member of the Wider Sweett Group owned by or owed to any third party;

and no event having occurred which, under any provision of any such arrangement, agreement, lease, license, permit, franchise or other instrument to which any member of the Wider Sweett Group is a party, or by or to which any such member or any of its assets may be found entitled or subject, would or would be likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (x) of this condition 3(d) in any case to an extent which is or would be material in the context of the Wider Sweett Group as a whole;

(e) save as Disclosed, no member of the Wider Sweett Group having since 31 March 2015:

(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares or securities of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between Sweett and wholly-owned subsidiaries of Sweett and save for the issue of Sweett Shares pursuant to or in connection with the exercise or vesting of options or awards granted under, or the grant of options or awards under, the Sweett Share Schemes);

(ii) purchased or redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above made or authorised any other change to any part of its share capital other than pursuant to the implementation of the Acquisition;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution, whether payable in cash or otherwise save for any dividend ("Permitted Dividend") declared before the Effective Date by any wholly-owned subsidiary of Sweett to Sweett or any of its wholly-owned subsidiaries;

(iv) save for transactions between Sweett and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to make, propose or authorise any change in its loan capital in each case which is material to the Wider Sweett Group taken as a whole;

(v) save for transactions between Sweett and its wholly-owned subsidiaries or between such wholly-owned subsidiaries merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material assets (including shares in any undertaking and trade investments) or authorised, proposed or announced the same;

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

(vii) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Sweett Group;

(viii) entered into, varied, authorised, proposed or announced an intention to enter into or vary any contract, agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(a) is of a long term, onerous or unusual nature or magnitude or which involves or is or is reasonably likely to involve an obligation of such a nature or magnitude;

(b) restricts or could reasonably be expected to restrict the business of any member of the Wider Sweett Group; or

(c) is other than in the ordinary course of business,

and which is, in any such case, material in the context of the Wider Sweett Group taken as a whole;

(ix) entered into or varied or made an offer (which remains open for acceptance) to vary to a material extent the terms of any contract, agreement, commitment or arrangement with any of the directors or senior executives of any member of the Wider Sweett Group or changed or entered into any commitment to change the terms of any of the Sweett Share Schemes (save as required to facilitate cashless exercise arrangements being operated in relation to options granted under the Sweett Share Schemes) save for salary increases and bonuses not resulting in total annual remuneration of any individual exceeding the immediately preceding year's remuneration by more than three per cent. or other bonuses or variations of terms in the ordinary course of business which are not material in the context of the Acquisition or the Wider Sweett Group taken as a whole;

(x) taken any corporate action or had any step, application, filing in court, notice or legal proceedings started, served, instituted or threatened in writing against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction which in any case is material in the context of the Wider Sweett Group taken as a whole;

(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or having entered into or taken steps to enter into a moratorium, composition, compromise or arrangement with its creditors in respect of its debts or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii) waived, settled or compromised any claim (other than in the ordinary and usual course of business) to an extent which is material in the context of the Wider Sweett Group taken as a whole;

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

(xiv) made any alteration to its articles of association other than as required to implement the Acquisition;

(xv) put in place any pension schemes for its directors, employees or their dependants or made or agreed or consented to any material change to:

(a) the terms of the trust deeds constituting the pension schemes (if any) established for its directors, employees or their dependants; or

(b) the benefits which accrue, or to the pensions which are payable, thereunder; or

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded or made,

or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

(xvi) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Sweett Group in a manner which is material in the context of the Wider Sweett Group taken as a whole; or

(xvii) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition (e);

(f) since 31 March 2015, save as Disclosed:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Sweett Group which in any case is material in the context of the Wider Sweett Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Sweett Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which has a material adverse effect on the Wider Sweett Group taken as a whole;

(iii) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which in any such case might have a material adverse effect on the Wider Sweett Group taken as a whole;

(iv) no enquiry or investigation by, or complaint or reference to, the SFO or DoJ (or any analogous body) having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Sweett Group which in any such case might have a material adverse effect on the Wider Sweett Group taken as a whole;

(v) no contingent or other liability having arisen or become apparent to any member of the WSP Group or increased other than in the ordinary course of business which might reasonably be expected to adversely affect any member of the Wider Sweett Group which is material in the context of the Wider Sweett Group taken as a whole in the context of the Acquisition;

(vi) no claim being made and no circumstance having arisen which might reasonably be expected to lead to a claim being made under the insurance of any member of the Wider Sweett Group where such claim would not be covered by such insurance and where such claim is material in the context of the Wider Sweett Group taken as a whole; and

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

(g) WSP not having discovered (other than to the extent Disclosed):

(i) that any financial or business or other information concerning the Wider Sweett Group disclosed at any time by or on behalf of any member of the Wider Sweett Group, whether publicly, to any member of the Wider WSP Group or otherwise, is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not materially misleading in each case to an extent which is material in the context of the Wider Sweett Group taken as a whole;

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

(iii) any information which affects the import of any information disclosed to WSP at any time by or on behalf of any member of the Wider Sweett Group to an extent which is material and adverse in the context of the Wider Sweett Group taken as a whole;

(h) save as Disclosed, WSP not having discovered that:

(i) any past or present member of the Wider Sweett Group has failed to comply in any material respect with any applicable legislation, regulations or common law of any jurisdiction or any notice, order or requirement of any Third Party with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, presence, spillage, leak or emission (whether or not the same constituted non-compliance by any person with any legislation, regulations or law and wherever the same may have taken place) which, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Sweett Group which in any case is material in the context of the Wider Sweett Group taken as a whole;

(ii) there is, or is reasonably likely to be, any obligation or liability, whether actual or contingent, to make good, repair, reinstate, remedy or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Sweett Group or any other property or controlled waters under any environmental legislation, regulation, common law, notice, circular, order or other lawful requirement of any relevant authority or Third Party in any jurisdiction or otherwise which in any case is material in the context of the Wider Sweett Group taken as a whole; or

(iii) circumstances exist whereby a person or class of persons would be likely to have a claim against a member of the Wider Sweett Group in respect of any product or service used therein now or previously sold or carried out by any past or present member of the Wider Sweett Group which is or would be material in the context of the Wider Sweett Group taken as a whole.

Part B: Waiver of Conditions and further terms of the Acquisition and the Scheme

1. Subject to the requirements of the Panel or if required by the Court, WSP reserves the right to waive all or any of the above conditions (save for the conditions contained in paragraphs 1 and 2 which cannot be waived), in whole or in part. The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or where appropriate, have been determined by WSP to be or remain satisfied by no later than the date referred to in condition 1 (or such later date as WSP, Sweett, the Panel and, if required, the Court may allow).

2. WSP shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 3 by a date earlier than the latest date of the fulfilment of that Condition notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Conditions may not be capable of fulfilment.

3. WSP reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the Panel's consent). In such event, such offer will be implemented on substantially the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lower percentage (being more than 50 per cent.) as WSP may decide (subject to the Panel's consent)) of the shares to which such offer relates), so far as applicable, as those which would apply to the Scheme (the "General Offer Acceptance Condition").

4. If the Panel requires WSP to make an offer or offers for any Sweett Shares under the provisions of Rule 9 of the City Code, WSP may make such alterations to the conditions of the Acquisition, including to condition 1, as are necessary to comply with the provisions of that Rule.

5. The Acquisition will lapse and the Scheme will not proceed (unless the Panel otherwise consents) if the European Commission initiates proceedings under Article 6(1) (c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under Article 9(3)(b) of that Regulation or the Acquisition or any matter arising from or relating to the Acquisition is referred to the Competition Commission before the date of the Court Meeting(s).

6. Sweett Shares will be acquired pursuant to the Acquisition with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the announcement made under Rule 2.7 of the City Code on 25 May 2016 regarding the Acquisition. 

7. Under Rule 13.5 of the City Code, WSP may only invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the condition are of material significance to WSP in the context of the Acquisition. The conditions contained in paragraphs 1, 2 and of Part A of this Appendix I and, if applicable, the condition contained in paragraphs 3 and 5 set out in Part B of this Appendix I, are not subject to this provision of the City Code.

8. The Acquisition and the Scheme are and will be governed by English law and will be subject to the exclusive jurisdiction of the English courts. The Acquisition will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the City Code.

9. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

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

11. If any dividend (other than a Permitted Dividend) or other distribution or return of capital is proposed, declared, made, paid or becomes payable by Sweett in respect of a Sweett Share on or after the date of the Scheme Circular and prior to the Acquisition becoming effective, WSP reserves the right to reduce the value of the consideration payable for each Sweett Share under the Acquisition by up to the amount per Sweett Share of such dividend, distribution or return of capital except where the Sweett Share is or will be acquired pursuant to the Acquisition on a basis which entitles WSP to receive the dividend and/or distribution and/or return of capital and to retain it. WSP also reserves the right, with Panel consent, to reduce the value of the consideration payable for each Sweett Share under the Acquisition.

12. For the purpose of these conditions a Third Party shall be regarded as having "intervened" if it has taken, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision, notice or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.

APPENDIX IISOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The value placed by the Offer on the existing issued share capital of Sweett is based on 68,681,091 Sweett Shares in issue on 24 May 2016, being the last Business Day prior to the date of this announcement.

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

(iii) The fully diluted share capital of Sweett (being 72,889,936 Sweett Shares) is calculated on the basis of 68,681,091 Sweett Shares in issue on 24 May 2016, and in addition up to 2,306,058 further Sweett Shares which may be issued on or after the date of this announcement following the exercise of options, which have an exercise price of 35 pence or less, under the Sweett Share Schemes and (ii) 1,902,787 further Sweett Shares which may be issued on or after the date of this announcement following the exercise of options, which have an exercise price of more than 35 pence under the Sweett Share Schemes. However, it should be noted that the number of shares issued after the date of this announcement to satisfy options under the Sweett Share Schemes may be smaller than the maximum number set out above (since this will depend upon whether the options are exercised and the extent to which any of such options will be satisfied in cash rather than by the issue of shares).

(iv) All share prices expressed in pence have been rounded to the nearest pence and all percentages have been rounded to two decimal places.

(v) Unless otherwise stated, the financial information relating to Sweett is extracted from the audited consolidated financial statements of Sweett for the financial year ended 31 March 2015, prepared in accordance with IFRS.

(vi) The financial information relating to WSP is extracted from the audited consolidated financial statements of WSP for the financial year ended 31 March 2015, prepared in accordance with IFRS.

(vii) Details of the Sweett Trading Update are set out in paragraph 8 of this announcement.

Basis of preparation

The Sweett Directors hereby confirm that:

(a) The statements made in the Sweett Trading Update remain valid;

(b) The statements made in the Sweett Trading Update have been properly compiled on the basis of the assumptions stated; and

(c) The basis of accounting used in the Sweett Trading Update is consistent with Sweett's accounting policies.

Assumptions

Assumptions within Sweett's influence or control:

The statement that "The Board is optimistic for the current year to 31 March 2017 and expects the Group's ongoing business to have another year of strong revenue growth across all of its regions." Is based on the fact that two-thirds of Sweett Group's order book as at 31 March 2016 was for projects to be delivered during the year ending 31 March 2017.

Assumptions outside Sweett's influence or control:

(a) there will be no material macroeconomic changes in the principal markets and regions in which Sweett operates;

(b) there will be no material adverse events which will affect Sweett's largest customers;

(c) there will be no business disruptions that materially affect Sweett's principal suppliers; and

(d) there will be no changes in legislation or regulatory requirements that would have a material adverse impact on Sweett's operations or its accounting policies.

APPENDIX IIIIRREVOCABLE UNDERTAKINGS

Irrevocable Undertakings

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

Part A - Sweett Directors (excluding Sweett Shares held in the Sweett SIP)

The undertakings listed in this Part A will remain binding if a higher competing offer for Sweett is made. The undertakings will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of issue of this announcement (or such later date the Panel may agree), (ii) the Scheme does not become effective or where effected by way of a Takeover Offer, lapses or is withdrawn, or (iii) the Scheme or the Resolution to be proposed at the General Meeting is not approved by a requisite majority of the Sweett Shareholders at the General Meeting or Court Meeting.

Part B - Sweett Directors (in respect of Sweett Shares held in the Sweett SIP)

The Sweett Directors have also undertaken on the same terms to direct Cyril Sweett Trustee Company Limited, the trustee of the Sweett SIP, to vote 16,836 Sweett Shares held by the trustee for their account under the Sweett SIP (representing, in aggregate, approximately 0.02 per cent. of the share capital of Sweett in issue on 24 May 2016 (being the last Business Day prior to the date of this announcement)) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting to give effect to the Scheme.

Part C - Sweett Shareholders (other than Sweett Directors)

* These undertakings are given subject to contrary instructions from the relevant beneficial owners.

The undertakings (other than the undertakings provided by Derek Pitcher and Debra Pitcher) will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of issue of this announcement (or such later date the Panel may agree), (ii) the Scheme does not become effective or where effected by way of a Takeover Offer, lapses or is withdrawn, (iii) the Scheme or the Resolution to be proposed at the General Meeting is not approved by a requisite majority of the Sweett Shareholders at the General Meeting or Court Meeting, or (iv) a competing offer is announced in accordance with Rule 2.7 of the City Code on terms that represent an improvement of no less than 10 per cent. on the value of the consideration offered under the Scheme as at the date on which such offer is announced.

The undertakings given by Derek Pitcher and Debra Pitcher will remain binding if a higher competing offer for Sweett is made. The undertakings will cease to be binding if (i) the Scheme Document (or offer document as applicable) is not published within 28 days of the date of issue of this announcement (or such later date the Panel may agree), (ii) the Scheme does not become effective or where effected by way of a Takeover Offer, lapses or is withdrawn, or (iii) the Scheme or the Resolution to be proposed at the General Meeting is not approved by a requisite majority of the Sweett Shareholders at the General Meeting or Court Meeting.

The undertaking from Cyril Sweett Trustee Company Limited covers (a) the 16,836 Sweett Shares held by the trustee for the accounts of the Sweett Directors and (b) those Sweett Shares in the Sweett SIP in respect of which it has discretion to vote as a result of not having received voting instructions from Sweett SIP participants in relation to the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

APPENDIX IVDEFINITIONS

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

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

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

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

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

References to the singular include the plural and vice versa.