Update on FY24 & HY25 Results and Meetings
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
29 October 2025
JOHN WOOD GROUP PLC ("WOOD" OR THE "COMPANY")
UPDATE ON ANNUAL REPORT AND FINANCIAL STATEMENTS 2024, H1 2025 INTERIM RESULTS, SUPPLEMENTARY CIRCULAR TO THE SCHEME DOCUMENT AND POSTPONEMENT OF MEETINGS
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise. A copy of the Scheme Document is available on Wood's website at www.woodplc.com/investors/pages/sidara-proposal-2025.
Wood announces that it is continuing to work with its auditor to complete and publish the annual report and the audited consolidated accounts of the Wood Group for the financial year ended 31 December 2024 (the "Audited Accounts") and expects these to be completed and published on or before 31 October 2025.
Wood also expects to publish the H1 2025 Interim Results and the Supplementary Circular described in the Scheme Document at the same time or shortly after publication of the Audited Accounts.
To ensure the Supplementary Circular is published and posted to Wood Shareholders at least 14 days prior to the Court Meeting and General Meeting in relation to the Scheme, and to provide Wood Shareholders sufficient time following publication of the Audited Accounts and H1 2025 Interim Results to consider and reach a properly informed decision as to the Acquisition, with the consent of the Panel and the Court, Wood intends to postpone the Court Meeting and the General Meeting relating to the Scheme to the week commencing 17 November 2025. Further details on the date and times of the postponed Meetings will be announced shortly and notices convening the postponed Meetings will be included in the Supplementary Circular.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Wood Shareholders before the relevant Meeting, through Wood's website https://www.woodplc.com/investors and by announcement through a Regulatory Information Service.
The person responsible for arranging release of this announcement on behalf of Wood is John Habgood, Group General Counsel and Company Secretary.
Enquiries
|
Simon McGough, President, Investor Relations |
+44 (0)7850 978 741 |
|
Alex Le May / Ariadna Peretz / Nick Hasell, FTI Consulting |
+44 (0)20 3727 1340 |
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or 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 pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Wood in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (and the accompanying Forms of Proxy) and the Supplementary Circular, which together will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition (including any vote in respect of the Scheme or other response in relation to the Acquisition) should be made only on the basis of the information in the Scheme Document and the Supplementary Circular (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document). This announcement does not constitute a prospectus or a prospectus exempted document.
This announcement has been prepared for the purpose of complying with English law, Scots law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Scotland.
Publication on a website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Wood's website at www.woodplc.com/investors/pages/sidara-proposal-2025 promptly and in any event by no later than 12 noon (London time) on the business day following the date of this announcement. Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement.
Wood Shareholders may, subject to applicable securities laws, request a hard copy of this announcement by contacting Wood's registrars, Equiniti Limited during business hours on 0345 607 6838 within the United Kingdom or on +44 (0) 121 415 7082 from overseas or by submitting a request in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, with an address to which the hard copy may be sent. Wood Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth 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 per cent. 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 p.m. (London time) 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 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.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
The Acquisition will be subject to English and Scots law, the jurisdiction of the Court, and the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.
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