WSP Closes $502 Million Public Offering of Subscription Receipts

MONTREAL, QUEBEC--(Marketwired - Sept. 22, 2014) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

WSP Global Inc. (TSX:WSP) ("WSP" or the "Corporation") is pleased to announce that it has completed today its previously announced bought-deal subscription receipt offering for aggregate gross proceeds of approximately $502 million.

The Corporation issued 14,000,000 subscription receipts (the "Subscription Receipts") from treasury at a price of $35.85 per Subscription Receipt, on a bought-deal basis, for aggregate gross proceeds of $502 million (the "Offering"), through a syndicate of underwriters (the "Underwriters") co-led by CIBC, Raymond James Ltd., BMO Nesbitt Burns Inc. and National Bank Financial Inc., with CIBC and Raymond James Ltd. acting as joint book runners.

WSP will use the proceeds of the Offering, together with funds to be obtained from the previously announced private placement and new credit facilities, to fund a portion of the purchase price and related transaction costs payable in connection with the previously announced acquisition of all of the issued and outstanding capital stock of the entities comprising the business of Parsons Brinckerhoff Group Inc., the professional services division of Balfour Beatty plc (the "Acquisition").

The gross proceeds from the Offering less 50% of the Underwriters' fee with respect to the Subscription Receipts will be held in escrow by a subscription receipt agent pending the completion of the Acquisition. If the Acquisition is completed on or prior to 5:00 p.m. (Montreal Time) on March 10, 2015, the escrowed funds and the interest earned thereon (less applicable withholding taxes and the remaining portion of the Underwriters' fee to be paid net of applicable withholding taxes, if any) will be released to WSP and each holder of a Subscription Receipt will receive, without additional consideration and without further action, one common share of the Corporation (a "Common Share") for each Subscription Receipt held, plus an amount per Common Share equal to the dividends payable by WSP on the Common Shares relating to the September 30, 2014 record date, as well as any cash dividends declared by WSP on the Common Shares to holders of record on a date during the period from and including September 30, 2014 up to but not including the date of closing of the Acquisition. If the closing of the Acquisition does not occur on or prior to 5:00 p.m. (Montreal Time) on March 10, 2015, the stock purchase agreement is terminated in accordance with its terms prior to such time for any reason, or WSP delivers notice to the Underwriters or announces to the public that it no longer intends to complete the Acquisition, holders of Subscription Receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned on the escrowed funds, less applicable withholding taxes. In that event, 50% of the Underwriters' fee with respect to the Subscription Receipts will be paid to the subscription receipt agent by WSP such that 100% of the gross proceeds of the Offering and the interest earned on the escrowed funds would be returned to purchasers of Subscription Receipts.