Result of Tender offer

John Wood Group PLC (the "Company") NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA OR JAPAN Result of Tender Offer The Company today announces the result of the Tender Offer set out in the circular published by the Company on 16 May 2011 (the "Circular") which closed at 3.00 p.m. on 1 June 2011 following shareholder approval at a General Meeting of the Company held at 12.00 p.m. on 1 June 2011. 65,911,929 Wood Group Shares were tendered and will be purchased by J.P. Morgan Cazenove at a price per share (referred to as the "Strike Price") of 625 pence per Wood Group Share, for a total cost of £411.9 million. This represents approximately 12.2 per cent. of the issued share capital of the Company. As set out in the Circular, the Company will buy back from J.P. Morgan Cazenove the Wood Group Shares which are to be purchased by J.P. Morgan Cazenove under the Tender Offer. The Company then intends to cancel such Wood Group Shares, reducing the issued share capital from 540.8 million shares to 474.9 million shares (the "Revised Share Capital"). In accordance with the terms of the Tender Offer, all Wood Group Shares validly tendered will be accepted and purchased in full. It is anticipated that the proceeds payable to Wood Group Shareholders for the certificated Wood Group Shares purchased under the Tender Offer will be sent on 7 June 2011 in the form of a cheque and that CREST account holders will have their CREST accounts credited by 3 June 2011. Trusts established for the benefit of members of the Wood family and for certain charitable causes (the "Trusts") tendered 58,487,278 shares in line with their stated intention to diversify their highly concentrated position of Wood Group shares within their investment portfolios. This will result in a reduction in the holding of the Trusts from 63.5 million shares, being approximately 11.7 per cent. of the issued share capital prior to the Tender Offer, to 5.0 million shares, being approximately 1.1 per cent. of the Revised Share Capital. Sir Ian Wood, along with the other Directors, has not tendered any shares. As indicated in the Circular, the Board will seek to return the balance of the £1.05 billion of cash to Wood Group Shareholders by means of a separate B share scheme, details of which will be announced shortly. Capitalised terms used in this announcement have the same meaning as ascribed to them in the Circular. Enquiries: For further information please contact: John Wood Group PLC Nick Gilman, Group Head of Communications & Investor Relations Tel: +44 (0)1224 851000 This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Wood Group Shares or other securities. J.P. Morgan Securities Ltd. (which conducts its investment banking activities in the United Kingdom as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Credit Suisse Securities (Europe) Limited ("Credit Suisse"), each of which is regulated in the United Kingdom by the Financial Services Authority, are acting as financial advisors and brokers solely for the Company in relation to the Tender Offer and the B 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 or Credit Suisse nor for providing advice in relation to the Tender Offer 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 or Credit Suisse by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, none of J.P. Morgan Cazenove and Credit Suisse accepts any responsibility whatsoever or makes any 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 Tender Offer 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. Each of J.P. Morgan Cazenove and Credit Suisse 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
UK 100

Latest directors dealings