B-C Share - Scheme Purchase Own Shares

8 July 2011 John Wood Group PLC (the "Company") B/C SHARE SCHEME - PURCHASE OF OWN SHARES Following the purchase by J.P. Morgan Cazenove, acting as principal (and not as agent, nominee or trustee), from Shareholders of 49,736,156 C Shares pursuant to the Purchase Offer (as announced earlier today by the Company), such C Shares have today subsequently been purchased by the Company from J.P. Morgan Cazenove pursuant to the Option Agreement. The price paid by the Company to J.P. Morgan Cazenove for such purchase was a price per C Share of an amount equal to the aggregate of (i) 140 pence plus (ii) an amount equal to any stamp duty or stamp duty reserve tax paid by J.P. Morgan Cazenove as a result of its purchase of the C Shares pursuant to the Purchase Offer divided by the total number of C Shares so purchased, being an aggregate amount of £69,978,771.50. The purchased C Shares will be cancelled by the Company. J.P. Morgan Cazenove has today also purchased, for an aggregate consideration of one penny, the Deferred Shares arising on the automatic reclassification of the 233,924,818 C Shares in respect of which the Single C Share Dividend became payable. Pursuant to the terms of the Option Agreement as described in the circular published by the Company on 13 June 2011 in relation to the B/C Share Scheme (the "Circular"), the Company has today purchased such Deferred Shares from J.P. Morgan Cazenove for an aggregate consideration of one penny. Those purchased Deferred Shares will be cancelled by the Company. 3,366,572 B Shares, issued pursuant to the Deferred Capital Option, will continue to be in issue until such time as they may be redeemed in accordance with the terms and conditions set out in the Circular. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular. Enquiries: For further information please contact: John Wood Group PLC Nick Gilman or Andrew Rose, Communications & Investor Relations Tel: +44 (0)1224 851 000 This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any shares of the Company or other securities. J.P. Morgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser and broker solely for the Company in relation to the B/C Share Scheme and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the B/C Share Scheme or any other matter referred to in this announcement or the Circular. This announcement has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed upon J.P. Morgan Cazenove by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, J.P. Morgan Cazenove accepts no responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the B/C Share Scheme and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. J.P. Morgan Cazenove accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement. Name of authorised company official responsible for making this notification: ROBBIE M.B. BROWN, COMPANY SECRETARY 2
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