Update - Redemption B Shares and Single C Share...
8 July 2011
John Wood Group PLC
(the "Company")
B/C SHARE SCHEME - UPDATE IN RESPECT OF REDEMPTION OF B SHARES AND SINGLE C
SHARE DIVIDEND
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 announcement by J.P. Morgan Cazenove, acting as principal (and
not as agent, nominee or trustee), of the Purchase Offer earlier today, the
Company provides an update in respect of the B/C Share Scheme.
Redemption of B Shares (Immediate Capital Option)
A committee of the Board resolved on 7 July 2011 that, subject to and
conditional upon the announcement of the Purchase Offer by J.P. Morgan
Cazenove, all B Shares of 140 pence each issued pursuant to the Immediate
Capital Option (being 187,883,662 B Shares) be redeemed for 140 pence per B
Share with immediate effect. Consequently, such B Shares were redeemed earlier
today and have been cancelled. 3,366,572 B Shares issued pursuant to the
Deferred Capital Option will, however, continue to be in issue until such time
as they may be redeemed in accordance with the terms and conditions set out in
the circular published by the Company on 13 June 2011 in relation to the B/C
Share Scheme (the "Circular").
It is expected that Shareholders entitled to receive payments in respect of the
proceeds of the redemption of B Shares issued pursuant to the Immediate Capital
Option will be sent cheques or, if Shareholders held their Existing Ordinary
Shares in CREST, will have their CREST accounts credited, by 14 July 2011.
Single C Share Dividend (Income Option)
The Single C Share Dividend of 140 pence per C Share issued pursuant to the
Income Option has today become payable and the C Shares issued pursuant to the
Income Option have today been automatically reclassified as Deferred Shares
having negligible value and carrying extremely limited rights.
It is expected that Shareholders entitled to receive the Single C Share
Dividend will be sent cheques or, if mandate instructions are held in respect
of a Sterling bank account, that payments will be made by BACS to mandated
accounts in respect of the Single C Share Dividend by 14 July 2011.
Unless the context otherwise requires, capitalised terms used in this
announcement shall have the same meaning ascribed to them in the Circular.
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 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, (the `US Securities Act') 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
2
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