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
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