Update - Redemption B Shares and Single C Share...

8 July 2011 John Wood Group PLC (the "Company") B/C SHARE SCHEME - UPDATE IN RESPECT OF REDEMPTION OF B SHARES AND SINGLE C SHARE DIVIDEND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA Following the announcement by J.P. Morgan Cazenove, acting as principal (and not as agent, nominee or trustee), of the Purchase Offer earlier today, the Company provides an update in respect of the B/C Share Scheme. Redemption of B Shares (Immediate Capital Option) A committee of the Board resolved on 7 July 2011 that, subject to and conditional upon the announcement of the Purchase Offer by J.P. Morgan Cazenove, all B Shares of 140 pence each issued pursuant to the Immediate Capital Option (being 187,883,662 B Shares) be redeemed for 140 pence per B Share with immediate effect. Consequently, such B Shares were redeemed earlier today and have been cancelled. 3,366,572 B Shares issued pursuant to the Deferred Capital Option will, however, 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 published by the Company on 13 June 2011 in relation to the B/C Share Scheme (the "Circular"). It is expected that Shareholders entitled to receive payments in respect of the proceeds of the redemption of B Shares issued pursuant to the Immediate Capital Option will be sent cheques or, if Shareholders held their Existing Ordinary Shares in CREST, will have their CREST accounts credited, by 14 July 2011. Single C Share Dividend (Income Option) The Single C Share Dividend of 140 pence per C Share issued pursuant to the Income Option has today become payable and the C Shares issued pursuant to the Income Option have today been automatically reclassified as Deferred Shares having negligible value and carrying extremely limited rights. It is expected that Shareholders entitled to receive the Single C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the Single C Share Dividend by 14 July 2011. 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. 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 in the Company or other securities. None of the B Shares, C Shares or Deferred Shares referred to in the Circular have been or will be registered under the US Securities Act of 1933, as amended, (the `US Securities Act') or the state securities laws of the United States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the relevant state securities laws, either due to an exemption therefrom or otherwise. Name of authorised company official responsible for making this notification: ROBBIE M.B. BROWN, COMPANY SECRETARY 2
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