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.

The Subscription Receipts are listed for trading on the TSX under the symbol WSP.R.

Legal advice is being provided to WSP by Stikeman Elliott LLP and, with respect to US law, by Hogan Lovells LLP. Legal advice is being provided to the Underwriters by Fasken Martineau DuMoulin LLP.

Availability of Documents

Copies of related documents, such as the final prospectus, the underwriting agreement and the stock purchase agreement regarding the Acquisition are available on SEDAR's website at www.sedar.com, as part of the public filings of WSP and on WSP's website at www.wspgroup.com.

Forward-looking information

Certain information regarding WSP contained herein may constitute forward-looking statements. Forward-looking statements may include statements with respect to, among other things, the use of proceeds from the Offering, the private placement and the new credit facilities, the closing of the private placement and the new credit facilities, the consummation of the Acquisition and the timing thereof, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. WSP's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and WSP does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless expressly required by applicable securities laws.

THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF WSP, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE SUBSCRIPTION RECEIPTS OF WSP WILL ONLY BE OFFERED IN THE PROVINCES AND TERRITORIES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.

ABOUT WSP

WSP is one of the world's leading professional services firms in its industry, working with governments, businesses, architects and planners and providing integrated solutions across many disciplines. The firm provides services to transform the built environment and restore the natural environment, and its expertise ranges from environmental remediation to urban planning, from engineering iconic buildings to designing sustainable transport networks, and from developing the energy sources of the future to enabling new ways of extracting essential resources. It has approximately 17,500 employees, mainly engineers, technicians, scientists, architects, planners, surveyors, other design professionals, as well as various environmental experts, based in more than 300 offices, across 30 countries, on 5 continents. www.wspgroup.com.