Results of Elections & Update on B/C Share ...
4 July 2011
John Wood Group PLC
(the "Company")
B/C SHARE SCHEME - RESULTS OF ELECTIONS AND UPDATE ON B/C SHARE SCHEME
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA
Following the approval by Shareholders of the B/C Share Scheme and certain
related matters at the General Meeting of the Company held on 30 June 2011, the
Company today provides an update in respect of the B/C Share Scheme.
Admission of New Ordinary Shares
The Company announces that, following the Share Capital Consolidation
undertaken as part of the B/C Share Scheme, the New Ordinary Shares of 4 2/7
pence each in the capital of the Company have been admitted at 8.00 a.m. today
to the premium listing segment of the Official List under ISIN GB00B5N0P849 and
to trading on the London Stock Exchange's main market for listed securities.
Following Admission, there was a total of 369,375,384 New Ordinary Shares in
issue.
With effect from Admission, share certificates in respect of Existing Ordinary
Shares ceased to be valid. It is expected that by 14 July 2011, the Company
will despatch share certificates in respect of New Ordinary Shares to those
Shareholders who held their Existing Ordinary Shares in certificated form and
until such time Shareholders should retain any share certificate(s) they
currently hold in respect of Existing Ordinary Shares. Shareholders who held
their Existing Ordinary Shares in CREST have had the New Ordinary Shares to
which they are entitled automatically credited to their CREST accounts at
approximately 8.00 a.m. today.
Results of elections
As at the Election Deadline of 4.30 p.m. on 1 July 2011, Shareholders'
elections or, as the case may be, deemed elections for the Share Alternatives
in respect of the B/C Share Scheme were as follows:
Number of Existing Ordinary Shares
Income Option 233,924,818
Immediate Capital Option 237,619,818
Deferred Capital Option 3,366,572
TOTAL 474,911,208
Shareholders who had not made a valid election, and all Overseas Shareholders
with a registered address in a Restricted Territory, have been deemed to elect
for the Income Option in respect of all of their Existing Ordinary Shares.
As there were insufficient B Shares available to satisfy in full valid
elections for the Immediate Capital Option, C Shares have been issued
proportionately among such elections. Subject to the terms and conditions
outlined in the Circular, it is expected that such C Shares will be purchased
by J.P. Morgan Cazenove on 8 July 2011, being the same date as B Shares issued
pursuant to the Immediate Capital Option are expected to be redeemed by the
Company. Notwithstanding that valid elections for the Immediate Capital Option
have been satisfied by the issue of B Shares and C Shares, it is expected that
Shareholders electing for such Share Alternative will nevertheless receive the
same cash proceeds at the same time as they would have if B Shares alone had
been issued to satisfy in full valid elections for the Immediate Capital
Option.
Based on Shareholders' elections or, as the case may be, deemed elections for
the Share Alternatives set out above, 191,250,234 B Shares of 140 pence each
and 283,660,974 C Shares of 0.001 pence each were allotted and issued at 8.00
a.m. today, split between the Share Alternatives as follows:
Number of B Shares and C Shares
Income Option 233,924,818 C Shares
Immediate Capital Option 187,883,662 B Shares and 49,736,156 C
Shares
Deferred Capital Option 3,366,572 B Shares
TOTAL 474,911,208 shares comprising
191,250,234 B Shares and 283,660,974 C
Shares
No application has been, or will be, made for the B Shares or the C Shares to
be admitted to listing on the Official List or admitted to trading on the
London Stock Exchange's main market for listed securities, nor will the B
Shares or the C Shares be listed or admitted to trading on any other recognised
investment exchange.
No share certificates will be issued in respect of the C Shares or the B Shares
issued pursuant to the Immediate Capital Option and no CREST accounts will be
credited with such shares.
It is expected that the Company will despatch share certificates in respect of
B Shares issued pursuant to the Deferred Capital Option by 14 July 2011.
Shareholders who held their Existing Ordinary Shares in CREST have had any B
Shares issued pursuant to the Deferred Capital Option automatically credited to
their CREST accounts at approximately 8.00 a.m. today.
Further updates
It is expected that on 8 July 2011 the Company will make a further announcement
concerning the redemption of B Shares issued pursuant to the Immediate Capital
Option and the Single C Share Dividend in respect of C Shares issued under the
Income Option. It is further expected that on the same date J.P. Morgan
Cazenove, acting as principal (and not as agent, nominee, or trustee), will
make the Purchase Offer in respect of C Shares issued pursuant to the Immediate
Capital Option by way of an announcement through a Regulatory Information
Service.
Voting rights and capital
Following the Share Capital Consolidation, and in accordance with 5.6.1A(1) of
the Disclosure and Transparency Rules, the Company's issued share capital
admitted to trading on a regulated or prescribed market consists of 369,375,384
New Ordinary Shares of 4 2/7 pence each, all of which carry voting rights. The
Company does not hold any shares in treasury. Therefore, the total number of
voting rights attaching to shares in the Company admitted to trading on a
regulated or prescribed market is 369,375,384.
The above figure (369,375,384) may be used by Shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, ordinary shares to
the Company under the FSA's Disclosure and Transparency Rules.
Unless the context otherwise requires, capitalised terms used in this
announcement shall have the same meaning ascribed to them in the circular
published by the Company on 13 June 2011 in relation to the B/C Share Scheme.
All references in this announcement to times are to London times unless
otherwise stated.
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.
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 in the
Company or other securities.
None of the Existing Ordinary Shares, New Ordinary Shares, B Shares, C Shares
or Deferred Shares referred to in the Circular have been or will be registered
under the US Securities Act of 1933, as amended, or the state securities laws
of the United States and none of them may be offered or sold in the United
States unless pursuant to a transaction that has been registered under the US
Securities Act and the relevant state securities laws or a transaction that is
not subject to the registration requirements of the US Securities Act and the
relevant state securities laws, either due to an exemption therefrom or
otherwise.
Name of authorised company official responsible for making this notification:
ROBBIE M.B. BROWN, COMPANY SECRETARY
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