B-C Share Scheme - Purchase Ofer
8 July 2011
John Wood Group PLC
(the "Company")
B/C SHARE SCHEME - PURCHASE OFFER
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
J.P. Morgan Securities Ltd. (which conducts its investment banking activities
in the United Kingdom as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") hereby
makes the Purchase Offer, acting as principal (and not as agent, nominee or
trustee), to purchase 49,736,156 C Shares that were issued in satisfaction of
valid elections by Shareholders for the Immediate Capital Option under the B/C
Share Scheme. Under the Purchase Offer, which is being made in the manner and
on the terms set out in the circular published by the Company on 13 June 2011
in relation to the B/C Share Scheme (the "Circular"), J.P. Morgan Cazenove will
purchase such C Shares for 140 pence per C Share, free of all dealing expenses
and commissions.
It is expected that Shareholders entitled to receive payments in respect of the
proceeds of sale of C Shares to J.P. Morgan Cazenove under the Purchase Offer
will be sent cheques or, if Shareholders held their Existing Ordinary Shares in
CREST, will have their CREST accounts credited 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
None of the C Shares or any other classes of shares in the capital of the
Company 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. The Purchase Offer is not being made in or
into the United States or any other Restricted Territory (as defined in the
Circular).
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 the Company.
Without prejudice to the making of the Purchase Offer and save in respect of
all obligations of J.P. Morgan Cazenove thereunder and 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 any statement
made or purported to be made by it, or on its behalf, in connection with the
Company or the B/C Share Scheme. 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
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