Statement re: Final Proposal and PUSU extension
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 June 2024
John Wood Group PLC ("Wood")
Further Statement regarding Final Proposal and extension to Put up or Shut up Deadline
On 29 May 2024, Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara") announced that it had submitted a fourth proposal to the Board of Wood (the "Board") to acquire the entire issued and to be issued ordinary share capital of Wood at a final price of 230p1 per share in cash (the "Final Proposal").
The Board remains confident in Wood's strategic direction and its fundamental prospects. However, having now weighed all relevant factors including, in particular, feedback received from Wood shareholders, the Board has decided to engage with Sidara to determine if a firm offer can be made on the same financial terms as the Final Proposal. Accordingly, the Board will grant Sidara access to due diligence materials.
In accordance with Rule 2.6(c) of the Code, the Board has requested and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 3 July 2024. This deadline can be further extended by the Board of Wood, with the consent of the Takeover Panel.
There can be no certainty that an offer will be made. Further announcements will be made as appropriate.
The person responsible for arranging the release of this announcement on behalf of Wood is Martin McIntyre, Company Secretary.
1 The Final Proposal is subject to a number of pre-conditions, including satisfactory completion of due diligence. The Final Proposal is also subject to a number of reservations, under which Sidara can make an offer on better or less favourable terms, as further described in Sidara's announcement as of 29 May 2024.
- Ends -
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For further information: |
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Wood |
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Simon McGough, President, Investor Relations |
07850 978 741 |
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J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker) |
020 3493 8000 |
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Richard Perelman |
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James Robinson |
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Charles Oakes |
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Morgan Stanley (Joint Financial Adviser and Corporate Broker) |
020 7425 8000 |
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Tom Perry |
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Matthew Jarman |
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Alex Smart |
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FTI Consulting (PR Adviser) |
020 3727 1340 |
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Alex Le May |
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Nick Hasell |
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Ariadna Peretz |
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About Wood:
Wood is a global leader in consulting and engineering, delivering solutions to critical challenges in energy and materials markets. We provide consulting, projects, and operations solutions in more than 60 countries, employing over 35,000 people. www.woodplc.com
Important notices
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclaimer
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker to Wood and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Wood for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting as joint financial adviser and corporate broker exclusively for Wood and no one else in connection with the possible offer. In connection with the possible offer, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than Wood for providing the protections afforded to clients of Morgan Stanley or for providing advice in connection with the possible offer or any other matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (BST) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (BST) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (BST) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4)
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the website www.Woodplc.com no later than 12 noon (BST) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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