WSP Group plc signed an agreement in principle to acquire remaining 80.01% stake in Ricardo plc (LSE:RCDO) from Gresham House Asset Management Ltd, Aberforth Partners LLP, Royal London Asset Management Limited and others for approximately £210 million in April 2025. WSP Group plc reached an agreement to acquire remaining 80.01% stake in Ricardo plc on June 11, 2025. A cash consideration of £4.3 price per share will be paid by WSP Group plc. The deal was funded by £230 million of senior debt. The transaction has received irrevocable undertakings from each of the Ricardo Directors who hold Ricardo Shares to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 119,283 Ricardo Shares, representing approximately 0.19%. of the existing issued share capital of Ricardo. In addition, it has received irrevocable undertakings to vote in favor of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Gresham House Asset Management Ltd, Aberforth Partners LLP and Royal London Asset Management Limited in respect of a total of 27,933,608 Ricardo Shares, representing, in aggregate of approximately 44.9% of Ricardo's issued share capital.

The transaction is subject to antitrust regulations in United States of America, Saudi Arabia, United Kingdom, and Australia, approval of shareholders of Ricardo plc and subject to court approval and approval of board of Ricardo plc and due diligence investigation. It was approved. The transaction is expected to be completed in the fourth quarter of 2025. On July 15, 2025, the shareholders of Ricardo PLC has approved the transaction. As of September 4, 2025, the receipt of Saudi Arabia merger control clearance and Australia and United Kingdom foreign investment clearances have now been satisfied. The hearing to sanction the Scheme is scheduled to be held on October 7, 2025. The Scheme is expected to become Effective on October 9, 2025 and the admission to trading of Ricardo Shares on the Main Market will be cancelled with effect from 7.30 a.m. on October 10, 2025. On October 7, 2025, the UK court has approved the scheme.

Mark Preston, James Agnew and Samuel Jackson of RBC Capital Markets, London acted as financial advisor to WSP Group plc. Aisling Zarraga, Iain Fenn, Toby Grimstone, Rachel Hetherington and Bradley Richardson of Linklaters LLP acted as legal advisor to WSP Group plc. James Dawson and Philippe Bégin of Gleacher Shacklock LLP, Investment Banking Arm led by James Dawson acted as financial advisor to Ricardo plc. Tom Mercer, Duncan Liddell, Duncan Liddell and Lynn Dunne of Ashurst LLP acted as legal advisor to Ricardo plc. James Thompson of Baker & Mckenzie LLP, London and Ben Wilkinson of Baker & McKenzie Advokatbyrå KB acted as legal advisor to RBC Capital Markets. MUFG Corporate Markets Limited acted as registrar for Ricardo plc.

WSP Group plc completed the acquisition of remaining 80.01% stake in Ricardo plc (LSE:RCDO) from Gresham House Asset Management Ltd, Aberforth Partners LLP, Royal London Asset Management Limited and others on October 9, 2025. Settlement of the cash consideration to the shareholders are entitled under the terms of the Scheme will be effected no later than October 23, 2025. As the Scheme has now become effective, Caroline Borg, Mark Clare, Tim Farazmand, Russell King and Sian Rees have tendered their resignations and stepped down as non-executive directors on the Ricardo Board. Karen Sewell and Miles Barnard have been appointed as directors of Ricardo.