Result of Tender offer
John Wood Group PLC
(the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO AUSTRALIA, CANADA OR JAPAN
Result of Tender Offer
The Company today announces the result of the Tender Offer set out in the
circular published by the Company on 16 May 2011 (the "Circular") which closed
at 3.00 p.m. on 1 June 2011 following shareholder approval at a General Meeting
of the Company held at 12.00 p.m. on 1 June 2011.
65,911,929 Wood Group Shares were tendered and will be purchased by J.P. Morgan
Cazenove at a price per share (referred to as the "Strike Price") of 625 pence
per Wood Group Share, for a total cost of £411.9 million. This represents
approximately 12.2 per cent. of the issued share capital of the Company.
As set out in the Circular, the Company will buy back from J.P. Morgan Cazenove
the Wood Group Shares which are to be purchased by J.P. Morgan Cazenove under
the Tender Offer. The Company then intends to cancel such Wood Group Shares,
reducing the issued share capital from 540.8 million shares to 474.9 million
shares (the "Revised Share Capital").
In accordance with the terms of the Tender Offer, all Wood Group Shares validly
tendered will be accepted and purchased in full. It is anticipated that the
proceeds payable to Wood Group Shareholders for the certificated Wood Group
Shares purchased under the Tender Offer will be sent on 7 June 2011 in the form
of a cheque and that CREST account holders will have their CREST accounts
credited by 3 June 2011.
Trusts established for the benefit of members of the Wood family and for
certain charitable causes (the "Trusts") tendered 58,487,278 shares in line
with their stated intention to diversify their highly concentrated position of
Wood Group shares within their investment portfolios. This will result in a
reduction in the holding of the Trusts from 63.5 million shares, being
approximately 11.7 per cent. of the issued share capital prior to the Tender
Offer, to 5.0 million shares, being approximately 1.1 per cent. of the Revised
Share Capital. Sir Ian Wood, along with the other Directors, has not tendered
any shares.
As indicated in the Circular, the Board will seek to return the balance of the
£1.05 billion of cash to Wood Group Shareholders by means of a separate B share
scheme, details of which will be announced shortly.
Capitalised terms used in this announcement have the same meaning as ascribed
to them in the Circular.
Enquiries:
For further information please contact:
John Wood Group PLC
Nick Gilman, Group Head of Communications & Investor Relations
Tel: +44 (0)1224 851000
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.
J.P. Morgan Securities Ltd. (which conducts its investment banking activities
in the United Kingdom as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and
Credit Suisse Securities (Europe) Limited ("Credit Suisse"), each of which is
regulated in the United Kingdom by the Financial Services Authority, are acting
as financial advisors and brokers solely for the Company in relation to the
Tender Offer and the B 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 or Credit Suisse nor for providing advice in
relation to the Tender Offer 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 or Credit Suisse by the Financial Services
and Markets Act 2000 or the regulatory regime established thereunder, none of
J.P. Morgan Cazenove and Credit Suisse 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 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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