Wood Group Proposes Return of £1.05b to Shareh...
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JAPAN
16 May 2011
FOR IMMEDIATE RELEASE
John Wood Group PLC ("Wood Group" or the "Company") announces the proposed
return of £1.05 billion ($1.7 billion) to Wood Group shareholders
On 14 February 2011, Wood Group, the international energy services company,
announced that it intended to return cash of not less than $1.7 billion to
shareholders. Following completion of the acquisition of PSN (the "PSN
Acquisition") on 20 April 2011 and the disposal of Wood Group's Well Support
Division to GE Energy Manufacturing, Inc. on 26 April 2011 (the "Disposal"),
the Company today announces that it proposes to return £1.05 billion of cash
to Wood Group shareholders (the "Return of Cash").
The £1.05 billion represents the Sterling funds obtained when the Company
converted $1.7 billion into Sterling in anticipation of the Return of Cash.
The Board has decided that the most appropriate process for effecting the
Return of Cash is, in the first instance, a tender offer of up to £1.05
billion (the "Tender Offer"). To the extent that the full £1.05 billion is not
returned to Wood Group shareholders through the Tender Offer, the Board
intends to complete the Return of Cash and return any remaining balance in a
second stage by means of a separate, subsequent B share scheme.
Key elements of the Tender Offer are:
£1.05 billion available to be returned to shareholders via the purchase of up
to 173.6 million Wood Group ordinary shares ("Wood Group Shares")
(representing up to approximately 32.1 per cent. of the issued ordinary share
capital of the Company);
Wood Group Shares may be tendered within a price range of 605 to 625 pence per
Wood Group Share (representing a discount of 6.1 to 3.0 per cent to the
closing price of 644.5 pence on 13 May 2011);
structured using a Strike Price mechanism. All successfully tendered Wood
Group Shares will be acquired at the Strike Price;
closing time and date is 3.00 pm on 1 June 2011, with proceeds expected to be
despatched to shareholders expected by 7 June 2011;
shareholders have a guaranteed entitlement in respect of up to approximately
32.1 per cent. of each holding of Wood Group Shares if the Strike Price is the
minimum price in the price range; and
conditional upon, among other things, Wood Group shareholder approval which
will be sought at a general meeting of the Company to be held at 12.00 p.m. on
1 June 2011 (the "General Meeting").
The benefits of the Tender Offer to Wood Group shareholders as a whole are
that:
it increases the earnings per share enhancement of the Return of Cash through
the execution of the Tender Offer at a discount;
it provides those Wood Group shareholders who wish to reduce their holding of
Wood Group Shares with an opportunity to do so; and
it enables those Wood Group shareholders who do not wish to realise their
current investment in Wood Group Shares at this time to limit their
participation in the Return of Cash.
Trusts established for the benefit of members of the Wood family and for
certain charitable causes hold 11.7 per cent. in aggregate of the issued share
capital of the Company. In order to diversify their highly concentrated
position in Wood Group Shares within their investment portfolios, the trustees
of those trusts have irrevocably undertaken to tender their guaranteed
entitlement of 20.4 million Wood Group Shares under the Tender Offer as Strike
Price tenders. They also currently intend to tender additional Wood Group
Shares, and have committed that these would also be tendered as Strike Price
tenders.
Commenting on the Return of Cash, Allister Langlands, Chief Executive of Wood
Group, said:
"Following the acquisition of PSN and the disposal of the Well Support
division at the end of April, the refocused Group is set to grow its position
as:
a world leading engineering business with strong market positions in upstream,
subsea and pipelines ("Engineering");
the world's leading production facilities support provider ("Wood Group PSN");
and
the world's leading independent industrial gas turbine aftermarket provider
("Gas Turbine Services").
We are pleased to provide shareholders with further details of our previously
announced Return of Cash offering flexibility to all shareholders, as well as
ensuring the return of the full £1.05 billion. Following the Return of Cash,
our balance sheet will continue to provide a strong platform for growth."
A circular (the "Tender Circular") containing the full terms and conditions of
the Tender Offer, instructions to shareholders on how to tender their Wood
Group Shares should they choose to do so, together with a tender form and a
notice convening the General Meeting, are expected to be posted to Wood Group
shareholders later today. The Tender Circular will also be available at the
Company's website at www.woodgroup.com. A copy of the Tender Circular will be
submitted to the National Storage Mechanism and will shortly be available for
inspection at: http://www.Hemscott.com/nsm.do.
This summary should be read in conjunction with the full text of the
announcement and the Tender Circular. References to time in this announcement
are to London time unless otherwise stated.
Enquiries:
Wood Group
Alan Semple, Group Finance Director
Nick Gilman, Group Head of Communications & Investor Relations
Tel: +44 (0)1224 851 000
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
Michael Wentworth-Stanley
Robert Constant
Tel: +44 (0)20 7588 2828
Credit Suisse (Financial Adviser and Corporate Broker)
James Leigh-Pemberton
Tristan Lovegrove
Tel: +44 (0)20 7888 8888
Brunswick (Public Relations)
Patrick Handley
Nina Coad
Tel: +44 (0)20 7404 5959
Cautionary Statements
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.
The full terms and conditions of the Tender Offer will be set out in the
Tender Circular, which should be read in full.
The Tender Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the U.S. Securities Exchange Act of 1934,
as amended (the "US Exchange Act"). The Tender Offer will be made in the
United States in accordance with the requirements of Regulation 14E under the
US Exchange Act to the extent applicable. Certain provisions of Regulation 14E
under the US Exchange Act are not applicable to the Tender Offer by virtue of
Rule 14d-1(c) under the US Exchange Act. US shareholders should note that the
Company's shares are not listed on a US securities exchange and the Company is
not subject to the periodic reporting requirements of the US Exchange Act and
is not required to, and does not, file any reports with the US Securities and
Exchange Commission thereunder.
J.P. Morgan Securities LLC, a registered US broker-dealer affiliate of J.P.
Morgan Cazenove, is acting as dealer-manager of the Tender Offer in the United
States.
This document has not been approved, disapproved or otherwise recommended by
the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this document. Any representation to the contrary is a
criminal offence in the United States.
This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to
change without notice and, except as required by applicable law, neither Wood
Group, J.P. Morgan Securities Ltd. (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) nor Credit Suisse Securities (Europe)
Limited assumes any responsibility or obligation to update publicly or review
any of the forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as of the date
of this announcement.
J.P. Morgan Cazenove and Credit Suisse Securities (Europe) Limited, each of
which is regulated in the United Kingdom by the Financial Services Authority,
are acting solely for the Company in relation to the Tender Offer 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 Securities (Europe) Limited nor for providing advice in relation
to the Tender Offer or any other matter referred to in this announcement or
the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon J.P. Morgan Cazenove or Credit Suisse Securities (Europe) Limited by the
Financial Services and Markets Act 2000 or the regulatory regime established
thereunder, none of J.P. Morgan Cazenove and Credit Suisse Securities (Europe)
Limited 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
Securities (Europe) Limited 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.
16 May 2011
FOR IMMEDIATE RELEASE
John Wood Group PLC ("Wood Group" or the "Company") announces the proposed
return of £1.05 billion ($1.7 billion) to Wood Group shareholders
Background to the Tender Offer
The disposal of Wood Group's Well Support Division to GE Energy Manufacturing,
Inc. (the ``Disposal'') completed on 26 April 2011 and the Company completed
the acquisition of PSN (the ``PSN Acquisition'') on 20 April 2011. In line
with the announcement made by the Company on 14 February 2011, the Board
intends that the Company should return £1.05 billion ($1.7 billion) of cash to
Wood Group shareholders (the "Return of Cash'').
The Board has decided that the most appropriate process for effecting the
Return of Cash is, in the first instance, a tender offer for up to 173.6
million Wood Group ordinary shares ("Wood Group Shares") for a maximum
aggregate consideration of up to £1.05 billion (the "Tender Offer"). To the
extent that the full £1.05 billion is not returned through the Tender Offer,
the Board intends to complete the Return of Cash through a second stage
process, as further described below. The process of a tender offer followed,
if required, by a second stage of the Return of Cash provides flexibility for
Wood Group shareholders as well as ensuring the return of the full £1.05
billion regardless of the level of tenders in the Tender Offer.
The Tender Offer is being made at a discount to the closing price per share of
Wood Group Shares on 13 May 2011.
The benefits of the Tender Offer to Wood Group shareholders as a whole are
that:
it increases the earnings per share enhancement of the Return of Cash through
the execution of the Tender Offer at a discount;
it provides those Wood Group shareholders who wish to reduce their holding of
Wood Group Shares with an opportunity to do so; and
it enables those Wood Group shareholders who do not wish to realise their
current investment in Wood Group Shares at this time to limit their
participation in the Return of Cash.
A circular (the "Tender Circular"), containing the full terms and conditions
of the Tender Offer and instructions to shareholders on how to tender their
Wood Group Shares should they choose to do so, together with a tender form
(the "Tender Form"), are expected to be posted to Wood Group shareholders
later today.
Wood Family trusts
Funds managed by the trustees of trusts established for the benefit of members
of the Wood family and for certain charitable causes currently hold an
aggregate of 63.5 million Wood Group Shares, representing approximately 11.7
per cent. of the issued share capital of Wood Group.
Currently, the trusts hold a highly concentrated position in Wood Group Shares
and, in order to diversify their investment portfolios, the trustees of those
trusts intend to participate in the Tender Offer. They have irrevocably
undertaken to tender, in aggregate, 20.4 million Wood Group Shares under the
Tender Offer as "Strike Price Tenders" (as defined in section 2 below) and
will, therefore, receive whatever price is determined under the terms of the
Tender Offer to be the "Strike Price" (as defined in section 2 below). This
undertaking represents a commitment to tender their "Guaranteed Entitlement"
(as described in section 3 below), which is equivalent to approximately 32.1
per cent. of the value of their holding of Wood Group Shares at the date of
this announcement. In addition, they have indicated that they currently intend
to tender additional Wood Group Shares in the Tender Offer, and have committed
that these Wood Group Shares would also be tendered as Strike Price Tenders.
Potential second stage of the Return of Cash
To the extent that the full £1.05 billion is not returned to Wood Group
shareholders through the Tender Offer and subject to circumstances prevailing
following completion of the Tender Offer (including the level of take up of
the Tender Offer), the Board intends to return any such balance to Wood Group
shareholders in a second stage by means of a separate, subsequent B share
scheme. A B share scheme returns cash to all Wood Group shareholders pro rata
to the size of their shareholdings, and is intended to give all Wood Group
shareholders (subject to applicable legal and regulatory restrictions in
respect of overseas shareholders) a choice of capital or income treatment for
their proceeds of the second stage of the Return of Cash. In order to comply
with applicable companies legislation, implementation of a B share scheme
would require the approval of Wood Group shareholders following completion of
the Tender Offer. This would be sought at a further general meeting.
If the balance of cash to be returned does not warrant the costs of
implementing a B share scheme, the Board may instead decide to implement any
second stage of the Return of Cash by means of a special dividend or on-market
buy-backs of Wood Group Shares. The Board intends to announce the most
appropriate method for implementing any second stage of the Return of Cash as
soon as practicable following completion of the Tender Offer.
There may be circumstances in which there would be no second stage of the
Return of Cash, including where the Tender Offer is fully subscribed or where
any requisite approval by Wood Group shareholders for such second stage is not
obtained. In these circumstances, those Wood Group shareholders who decide not
to tender any of their Wood Group Shares under the Tender Offer will not
participate in the Return of Cash. The Board also reserves the right not to
proceed with, or to modify, any second stage of the Return of Cash if it
determines at any time that it would be in the interests of Wood Group
shareholders as a whole to do so.
The Tender Offer
Overview of the Tender Offer
As at the date of this announcement, it is proposed that up to 173.6 million
Wood Group Shares be purchased under the Tender Offer, representing
approximately 32.1 per cent. of the issued share capital of Wood Group, for a
maximum aggregate cash consideration of £1.05 billion.
Wood Group shareholders other than those with registered addresses in
Australia, Canada, or Japan ("Qualifying Shareholders") will be entitled to
tender some or all of their Wood Group Shares to be purchased by J.P. Morgan
Securities Ltd. (which conducts its UK investment banking activities as J.P.
Morgan Cazenove) ("J.P. Morgan Cazenove") acting as principal. Wood Group
shareholders may tender their Wood Group Shares for sale at a price (or
prices) within the pre-determined range of prices set out below in this
announcement. Subject to satisfaction of the conditions to the Tender Offer,
J.P. Morgan Cazenove will purchase all Wood Group Shares successfully tendered
under the Tender Offer at a single price per Wood Group Share (the "Strike
Price"), which will be determined at the end of the Tender Offer period in
accordance with the mechanism set out below.
The Tender Offer is being made available to all Qualifying Shareholders who
are on Wood Group's register of members at 5.00 p.m. on 1 June 2011 (the
"Record Date").
The Tender Offer is to be effected by J.P. Morgan Cazenove (acting as
principal and not as agent, nominee or trustee) purchasing Wood Group Shares
from Wood Group shareholders. J.P. Morgan Cazenove, in turn, has the right to
require the Company to purchase from it, and can be required by the Company to
sell to it, such Wood Group Shares at the Strike Price under an option
agreement (the "Option Agreement").
Options available to Wood Group shareholders in respect of the Tender Offer
Qualifying Shareholders who wish to participate in the Tender Offer can tender
their Wood Group Shares in the following ways:
submit a tender at whatever price is determined under the terms of the Tender
Offer to be the Strike Price (a "Strike Price Tender");
submit a tender at a single price within the range of prices between 605 pence
(the "Minimum Price") to 625 pence (the "Maximum Price") per Wood Group share
inclusive (the "Price Range"), in increments of 5 pence only, (625 pence per
share represents a discount of 3.0 per cent., and 605 pence per share
represents a discount of 6.1 per cent., to the closing price per Wood Group
share of 644.5 pence on 13 May 2011); or
submit a tender at more than one of the prices within the Price Range
(including a Strike Price Tender).
Once made, any tender of Wood Group Shares will be irrevocable.
The Tender Offer will close at 3.00 p.m. on 1 June 2011 unless otherwise
extended.
Price which Wood Group shareholders will receive in respect of Wood Group
Shares they successfully tender
A single price per Wood Group share will be paid in respect of all Wood Group
Shares purchased by J.P. Morgan Cazenove pursuant to the Tender Offer, being
the Strike Price.
The Strike Price will be the lowest price per Wood Group share in the Price
Range that will allow J.P. Morgan Cazenove to purchase the maximum number of
Wood Group Shares for a total cost not exceeding £1.05 billion or, if the
aggregate value of all Wood Group Shares validly tendered by Wood Group
shareholders is less than £1.05 billion, such lesser number of Wood Group
Shares as are validly tendered pursuant to the Tender Offer. All Wood Group
shareholders who tender Wood Group Shares at a price below or at the Strike
Price or as Strike Price Tenders will receive the Strike Price for all
successful tenders accepted subject, where applicable, to the scaling-back
arrangements described below.
Number of Wood Group Shares which will be purchased pursuant to the Tender
Offer
If the aggregate value at the Strike Price of all validly tendered Wood Group
Shares is £1.05 billion or less, then all Wood Group Shares validly tendered
will be accepted and purchased at the Strike Price.
In the event that the aggregate value at the Strike Price of all validly
tendered Wood Group Shares exceeds £1.05 billion, not all of the Wood Group
Shares validly tendered will be accepted and purchased and the priority of
acceptances will depend on whether the Strike Price is at or above the Minimum
Price:
(a) If the aggregate value at the Strike Price of all validly tendered Wood
Group Shares exceeds £1.05 billion and the Strike Price is above the Minimum
Price, tenders will be accepted (or, as the case may be, rejected) in the
following order:
all Wood Group Shares validly tendered at a price below the Strike Price or as
a Strike Price Tender will be accepted and purchased in full;
all Wood Group Shares validly tendered at the price in the Price Range which
is determined to be the Strike Price will be scaled down pro rata to the
number of Wood Group Shares tendered at that price such that the total cost of
Wood Group Shares purchased pursuant to the Tender Offer does not exceed £1.05
billion; and
all Wood Group Shares tendered at a price which ends up being higher than the
Strike Price will be rejected and will not be purchased by J.P. Morgan
Cazenove.
(b) If the aggregate value at the Strike Price of all validly tendered shares
exceeds £1.05 billion and the Strike Price is at the Minimum Price, tenders
will be accepted (or, as the case may be, rejected) in the following order:
all Wood Group Shares validly tendered as a Strike Price Tender or at the
Minimum Price up to the Guaranteed Entitlement, for each relevant holding of
Wood Group Shares, will be accepted and purchased in full;
all Wood Group Shares validly tendered as a Strike Price Tender or at the
Minimum Price in excess of the Guaranteed Entitlement, for each relevant
holding of Wood Group Shares, will be scaled down pro rata to the total number
of such Wood Group Shares tendered in those ways in excess of the Guaranteed
Entitlement such that the total cost of Wood Group Shares purchased pursuant
to the Tender Offer does not exceed £1.05 billion; and
all Wood Group Shares tendered at a price higher than the Minimum Price will
be rejected and will not be purchased by J.P. Morgan Cazenove, and the
Guaranteed Entitlement will not apply to such Wood Group Shares.
Successfully tendered Wood Group Shares will be purchased free of commissions
and dealing charges. Any Wood Group Shares purchased by the Company from J.P.
Morgan Cazenove, pursuant to the Option Agreement will be cancelled and will
not rank for any future dividends. Any rights of shareholders who choose not
to tender their shares will be unaffected.
Guaranteed Entitlement
The Guaranteed Entitlement is only relevant if the Tender Offer is
oversubscribed and the Strike Price is determined to be the Minimum Price.
Tenders in respect of up to approximately 32.1 per cent. of each holding of
Wood Group Shares of every Qualifying Shareholder on the Record Date will be
accepted in full at the Minimum Price and will not be scaled down, provided
that such Wood Group Shares are validly tendered as Strike Price Tenders or at
the Minimum Price. This percentage is known as the ``Guaranteed Entitlement''.
Expected Timetable
Tender Offer opens 17 May 2011
Latest time and date for receipt of Forms of 12.00 p.m. on 30 May
Proxy for the General Meeting 2011
General Meeting 12.00 p.m. on 1 June
2011
Closing date of the Tender Offer 3.00 p.m. on 1 June
2011
Record Date for the Tender Offer 5.00 p.m. on 1 June
2011
Announcement of the results of the Tender Offer 2 June 2011
and purchase of Wood Group Shares under the
Tender Offer
CREST accounts credited in respect of Tender 3 June 2011
Offer proceeds for uncertified Wood Group Shares
and for revised uncertificated shareholdings of
Wood Group Shares (or, in the case of
unsuccessful tenders, for entire holdings of
uncertificated Wood Group Shares)
Cheques despatched in respect of Tender Offer 7 June 2011
proceeds for certificated Wood Group Shares
Return of share certificates in respect of 9 June 2011
unsuccessful tenders of certificated Wood Group
Shares and despatch of balance share
certificates in respect of unsold Wood Group
Shares in certificated form
Notes:
(1) The above dates and times are based on Wood Group's expectations. If any
of the above times and/or dates change, the revised times and/or dates will be
notified to Wood Group shareholders by an announcement through a Regulatory
Information Service.
(2) All references in this announcement are to London times unless otherwise
stated.
Circumstances in which the Tender Offer may not proceed
The Tender Offer is conditional on, among other things, the approval of a
special resolution by Wood Group shareholders at the General Meeting. The
Tender Offer is also conditional on, among other things, receipt of valid
tenders in respect of at least 5.4 million Wood Group Shares (representing
approximately 1 per cent. of the Company's issued share capital as at 13 May
2011) by 3.00 p.m. on the Closing Date.
The Board has reserved the right, at any time prior to the announcement of the
results of the Tender Offer, to require J.P. Morgan Cazenove not to proceed
with the Tender Offer if it concludes that the implementation of the Tender
Offer is no longer in the interests of the Company and/or Wood Group
shareholders as a whole. The Board has also reserved the right, at any time
prior to the announcement of the results of the Tender Offer, with the prior
consent of J.P. Morgan Cazenove, to revise the aggregate value of the Tender
Offer, or to extend the period during which the Tender Offer is open, based on
market conditions and/or other factors, subject to compliance with applicable
legal and regulatory requirements.
Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on and
subject to which it is made, will be set out in the Tender Circular.
Dividends
The Board intends to maintain the Company's progressive policy on dividends
per share following the Return of Cash and to grow the dividend per share in
2011 over 2010.
Takeover Code
J.P. Morgan Cazenove will purchase, as principal and not as agent, nominee, or
trustee, Wood Group Shares under the Tender Offer, which could result in J.P.
Morgan Cazenove owning 30 per cent. or more of the issued share capital of the
Company. J.P. Morgan Cazenove has indicated its intention that, shortly after
such purchase, it will sell all those Wood Group Shares to the Company for
cancellation. Accordingly, a waiver has been obtained from the Panel on
Takeovers and Mergers in respect of the application of Rule 9 to the purchase
by J.P. Morgan Cazenove of Wood Group Shares under the Tender Offer.
General Meeting
Implementation of the Tender Offer requires the approval of Wood Group
shareholders at a general meeting of the Company. Accordingly the Company is
convening the General Meeting to be held at John Wood House, Greenwell Road,
East Tullos, Aberdeen AB12 3AX at 12.00 p.m. on 1 June 2011.
A special resolution will be proposed at the General Meeting to seek authority
to make market purchases of Wood Group Shares in connection with the Tender
Offer.
Financial advice
The Board has received financial advice from J.P. Morgan Cazenove and Credit
Suisse in relation to the Tender Offer. In providing their financial advice,
J.P. Morgan Cazenove and Credit Suisse have relied upon the Board's commercial
assessments.
Recommendation and Directors' intentions
The Board considers the Tender Offer to be in the best interests of Wood Group
shareholders as a whole. Accordingly, the Board recommends that Wood Group
shareholders vote in favour of the resolution to be proposed at the General
Meeting, as the Directors intend to do for their respective individual
beneficial holdings of, in aggregate, 31.4 million Wood Group Shares,
representing approximately 5.8 per cent. of the current issued share capital
of the Company.
The Board makes no recommendation to Wood Group shareholders in relation to
participation in the Tender Offer itself. Whether or not Wood Group
shareholders decide to tender all or any of their Wood Group Shares will
depend on, among other things, their view of Wood Group's prospects and their
own individual circumstances, including their tax position. Wood Group
shareholders need to take their own decision and are recommended to consult
their duly authorised independent advisers.
Each of the Directors has confirmed that he does not currently intend to
tender through the Tender Offer any of his current individual beneficial
shareholding of Wood Group Shares.
Enquiries:
Wood Group
Alan Semple, Group Finance Director
Nick Gilman, Group Head of Communications & Investor Relations
Tel: +44 (0)1224 85 1000
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
Michael Wentworth-Stanley
Robert Constant
Tel: +44 (0)20 7588 2828
Credit Suisse (Financial Adviser and Corporate Broker)
James Leigh-Pemberton
Tristan Lovegrove
Tel: +44 (0)20 7888 8888
Brunswick (Public Relations)
Patrick Handley
Nina Coad
Tel: +44 (0)20 7404 5959
Cautionary statements
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.
The full terms and conditions of the Tender Offer will be set out in the
Tender Circular, which should be read in full.
The Tender Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the U.S. Securities Exchange Act of 1934,
as amended (the "US Exchange Act"). The Tender Offer will be made in the
United States in accordance with the requirements of Regulation 14E under the
US Exchange Act to the extent applicable. Certain provisions of Regulation 14E
under the US Exchange Act are not applicable to the Tender Offer by virtue of
Rule 14d-1(c) under the US Exchange Act. US shareholders should note that the
Company's shares are not listed on a US securities exchange and the Company is
not subject to the periodic reporting requirements of the US Exchange Act and
is not required to, and does not, file any reports with the US Securities and
Exchange Commission thereunder.
J.P. Morgan Securities LLC, a registered US broker-dealer affiliate of J.P.
Morgan Cazenove, is acting as dealer-manager of the Tender Offer in the United
States.
This document has not been approved, disapproved or otherwise recommended by
the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this document. Any representation to the contrary is a
criminal offence in the United States.
This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to
change without notice and, except as required by applicable law, neither Wood
Group, J.P. Morgan Cazenove nor Credit Suisse Securities (Europe) Limited
assumes any responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this announcement.
J.P. Morgan Cazenove and Credit Suisse Securities (Europe) Limited, each of
which is regulated in the United Kingdom by the Financial Services Authority,
are acting solely for the Company in relation to the Tender Offer 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 Securities (Europe) Limited nor for providing advice in relation
to the Tender Offer or any other matter referred to in this announcement or
the Circular.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon J.P. Morgan Cazenove or Credit Suisse Securities (Europe) Limited by the
Financial Services and Markets Act 2000 or the regulatory regime established
thereunder, none of J.P. Morgan Cazenove and Credit Suisse Securities (Europe)
Limited 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
Securities (Europe) Limited 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.
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