PUBLICATION OF THE SCHEME DOCUMENT
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
11 September 2025
RECOMMENDED CASH ACQUISITION
OF
JOHN WOOD GROUP PLC ("WOOD" OR THE "COMPANY")
BY
SIDARA LIMITED ("BIDCO")
(an entity controlled by Dar-Al Handasah Consultants Shair and Partners Holdings Ltd
("Sidara"))
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 29 August 2025, the boards of directors of Wood and Sidara announced that they had reached agreement on the terms and conditions of a recommended cash acquisition of the entire issued, and to be issued, ordinary share capital of Wood (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
Publication of the Scheme Document
Wood announces that a circular in relation to the Scheme (the "Scheme Document") has been published today, setting out, among other things, a letter from the Chair of Wood, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Wood Shareholders.
The Scheme Document will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions and Sanctioned Shareholders, on Wood's website at www.woodplc.com/investors/pages/sidara-proposal-2025 and Sidara's website at www.energy-pillar.com promptly and in any event by no later than 12 noon on 12 September 2025.
Hard copies of the Scheme Document (or, depending on Wood Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and General Meeting will be sent to Wood Shareholders today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions and Sanctioned Shareholders.
As Wood's Audited Accounts have not been published as at the date of the Scheme Document, it has not been possible to incorporate the Audited Accounts and the H1 2025 Interim Results into the Scheme Document by reference. Following publication of the Audited Accounts and the H1 2025 Interim Results, and at least 14 days prior to the Meetings, Wood will publish and post to Wood Shareholders a supplementary circular (the "Supplementary Circular") and which will incorporate by reference the Audited Accounts and the H1 2025 Interim Results. This Supplementary Circular will be published on Wood's website at www.woodplc.com/investors/pages/sidara-proposal-2025 and Sidara's website at www.energy-pillar.com.
Action required
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Wood Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting.
The approval required at the Court Meeting (or at any adjournment or postponement of such meeting) for approval of the Scheme is a majority in number of those Scheme Shareholders present and voting (and entitled to vote), in person or by proxy, at the Court Meeting representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders. The approval required at the General Meeting (or at any adjournment or postponement of such meeting) for the Special Resolutions to be passed is at least 75 per cent. of the votes cast (in person or by proxy).
Notices convening the Court Meeting and General Meeting to be held at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, United Kingdom at 10.30 a.m. and 10.45 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 12 November 2025, respectively, are set out in the Scheme Document.
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.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders.
Scheme Shareholders and Wood Shareholders (save for any Sanctioned Shareholders) are therefore strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible and, in any event, so that the proxy appointment and instructions are received by Equiniti Limited ("Equiniti") no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time fixed for the relevant Meeting or any adjournment thereof. Further details on the deadlines for appointing proxies are set out in the Appendix to this announcement and in the Scheme Document.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the Exceptional Conditions, together with the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Wood Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including the sanction of the Court) and further terms, as described more fully in the Scheme Document.
Recommendation
The Wood Directors, who have been so advised by Europa Partners, Rothschild & Co, J.P. Morgan Cazenove and Morgan Stanley as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Wood Directors, Europa Partners, Rothschild & Co, J.P. Morgan Cazenove and Morgan Stanley have taken into account the commercial assessments of the Wood Directors. Europa Partners and Rothschild & Co are providing independent financial advice to the Wood Directors for the purposes of Rule 3 of the Code.
The Wood Directors consider that the terms of the Acquisition (including the Scheme and the actions contemplated by the Special Resolutions) are in the best interests of Wood Shareholders as a whole. Accordingly, the Wood Directors unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Wood Shareholders vote in favour of the Special Resolutions to be proposed at the General Meeting, as the Wood Directors have irrevocably undertaken to do in respect of their legal and beneficial shareholdings amounting, in aggregate, to 1,446,082 Wood Shares (representing approximately 0.209 per cent. of the existing issued ordinary share capital of Wood) as at the Latest Practicable Date.
Wood Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Additional information for Wood Shareholders
If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy or to submit your proxies electronically or online, please contact Wood's Registrars, Equiniti, by calling the Shareholder Helpline on +44 333-207-6535. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice. In addition to the helpline provided by Equiniti, Wood has engaged Georgeson to provide assistance to any Wood Shareholders who have questions about the procedure for voting their Wood Shares. Georgeson can be contacted at the following email address: woodgroup@georgeson.com.
A copy of the Scheme Document will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in Wood Shares on the Main Market of the London Stock Exchange will be the business date following the Court Sanction Hearing, such that no transfers of Wood Shares will be registered after 6.00 p.m. on that date (other than the registration of the transfer of the Wood Shares to Sidara pursuant to the Scheme). Following this, all of the Wood Shares will be suspended from the Official List and from trading on the London Stock Exchange's Main Market for listed securities, and Wood Shares will be disabled in CREST.
The person responsible for arranging release of this Announcement on behalf of Wood is John Habgood, Group General Counsel and Company Secretary.
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Sidara |
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Sidara and Bidco |
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Michael Helou, Chief Strategy Officer |
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Financial Advisers to Sidara |
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Goldman Sachs International Nimesh Khiroya and Christopher Pilot |
+44 20 7774 1000
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Greenhill Dacre Barrett-Lennard |
+44 20 7198 7400 |
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Communications Adviser to Sidara |
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Brunswick Group Advisory Ltd |
+44 20 7404 5959 |
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Patrick Handley and Caroline Daniel |
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Wood |
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John Wood Group PLC |
+44 7850 978 741 |
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Simon McGough, President, Investor Relations |
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Ken Gilmartin, Chief Executive Officer |
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Iain Torrens, Interim Chief Financial Officer |
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Joint Financial Advisers to Wood |
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Europa Partners |
+44 20 7451 4542 |
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Jan Skarbek and David Fudge |
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Rothschild & Co |
+44 20 7280 5000 |
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John Deans and Paul Duffy |
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Joint Financial Advisers and Joint Corporate Brokers to Wood |
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J.P. Morgan Cazenove |
+44 20 3493 8000 |
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Richard Perelman and Charles Oakes |
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Morgan Stanley |
+44 20 7425 8000 |
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Tom Perry and Alex Smart |
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PR Adviser to Wood |
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FTI Consulting |
+44 20 3727 1340 |
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Alex Le May, Nick Hasell and Ariadna Peretz |
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Allen Overy Shearman Sterling LLP is acting as lead legal adviser to Sidara and Bidco. White & Case LLP is advising Sidara and Bidco on financing matters and Dickson Minto LLP is advising Sidara and Bidco on Scots law matters. Saranac Partners Limited and RB&A Partners Ltd are each acting as debt advisers to Sidara and Bidco.
Slaughter and May is acting as lead legal adviser to Wood and Burness Paull LLP is advising Wood on Scots law matters.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Wood's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable changes, the revised dates and/or times will be notified to Wood Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Wood's website at https://www.woodplc.com/investors.
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Event |
Time and/or date(1) |
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Publication of the Scheme Document |
11 September 2025 |
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Latest time for lodging Forms of Proxy for the: |
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Court Meeting (blue form) |
10.30 a.m. on 10 November 2025 (2) |
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General Meeting (yellow form) |
10.45 a.m. on 10 November 2025 (3) |
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Voting Record Time |
6.30 p.m. on 10 November 2025 (4) |
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Court Meeting |
10.30 a.m. on 12 November 2025 |
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General Meeting |
10.45 a.m. on 12 November 2025 (5) |
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Wood and Bidco currently propose to proceed with the following dates and times associated with the Scheme. However, these dates and times are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Should any of these dates or times change, Wood will give adequate notice by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Wood's website at https://www.woodplc.com/investors. Further updates and changes to these times will be notified in the same way. See also note (1). |
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Sanction Hearing |
a date expected to be in H1 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D") |
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Last day for dealings in, and for the registration of transfer of, Wood Shares |
D+1* |
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Scheme Record Time |
6.00 p.m. on D+1*(6) |
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Disablement of CREST in respect of Wood Shares |
6.00 p.m. on D+1* |
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Suspension of dealings in Wood Shares |
by 7.30 a.m. on D+2* |
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Effective Date of the Scheme |
D+2*(7) |
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Cancellation of listing of Wood Shares |
by 7.30 a.m. on D+3* |
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Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme(8) |
on or as soon as possible after D+2* but not later than 14 days after the Effective Date |
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Long Stop Date |
1 March 2027(9) |
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(1) The dates and times given are indicative only and are based on current expectations and are subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Wood Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Wood's website at https://www.woodplc.com/investors. Participants in the Wood Share Plans will be contacted separately regarding the effect of the Scheme on their rights under the Wood Share Plans and with the details of the arrangements applicable to them. As at the date of the Scheme Document, Wood Shares are temporarily suspended from listing and trading. Wood intends to request a restoration of the listing and trading of the Wood Shares upon publication of the Audited Accounts. The Supplementary Circular will be published as soon as practicable after publication of the Audited Accounts and the H1 2025 Interim Results. (2) It is requested that the blue Forms of Proxy for the Court Meeting be received no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned or postponed, the time fixed for any adjourned or postponed Court Meeting. If the blue Form of Proxy in respect of the Court Meeting is not received by the relevant time, it may be: (i) scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com so as to be received prior to the commencement of the Court Meeting (or any adjournment or postponement thereof); or (ii) presented in person to the Equiniti representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment or postponement thereof). (3) In order to be valid, the yellow Forms of Proxy for the General Meeting must be received by no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) prior to the time appointed for the General Meeting or, if the General Meeting is adjourned or postponed, the time fixed for any adjourned or postponed General Meeting. (4) If either the Court Meeting or the General Meeting is adjourned or postponed, the Voting Record Time for the relevant adjourned or postponed meeting will be 6.30 p.m. on the day which is two Business Days prior to the date of the adjourned or postponed meeting. (5) To commence at 10.45 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned. (6) Scheme Shareholders who are on the Wood register of members at this time are entitled to receive the cash consideration under the Acquisition. (7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and after the suspension of trading in Wood Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date. (8) The latest date for settlement of the consideration in respect of any Sanctions Affected Shares will be not later than 14 days after the relevant Release Date. (9) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed between Bidco and Wood with the consent of the Panel (and that the Court may approve if required). *All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling the number of indicated Business Days immediately after the actual date, which is "D", as indicated above. |
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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), 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 (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.
Important notices relating to financial advisers
Goldman Sachs International, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA is acting as financial adviser to Sidara and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Sidara for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the contents of this Announcement or any other matters referred to herein.
Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho, is authorised and regulated by the FCA in the United Kingdom. Greenhill is acting as lead financial adviser to Sidara and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Sidara for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters set out in this Announcement. Neither Greenhill nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of Greenhill in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Europa Partners Limited ("Europa Partners"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Wood and for 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 Europa Partners, nor for providing advice in relation to the contents of this Announcement or any other matters referred to herein. Neither Europa Partners, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Europa Partners in connection with the possible offer, this Announcement, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Wood and for 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 Rothschild & Co or for providing advice in relation to the contents of this Announcement or any other matters referred to herein.
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 Acquisition 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 PRA and regulated by the FCA and the PRA 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, the contents of this Announcement or any other matter referred to in this Announcement.
Exceptional Conditions
The Acquisition is conditional upon, among other things, the following Exceptional Conditions: (i) publication of the Audited Accounts on or before 31 October 2025 (or such later date as Sidara and Wood may agree in writing); (ii) the Audit Opinion not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet; (iii) there having been no termination (other than by reason of a voluntary prepayment and/or cancellation in respect of the Interim Facility or the New Money Facility) or acceleration of any Amended Wood Debt Facility with an outstanding principal amount of $20 million or higher; (iv) the A&E Effective Date having occurred on or before 31 December 2025 (or such later date as Sidara and Wood may agree in writing); and (v) certain other conditions relating to the implementation of the A&E Implementation Deed, the Lock Up Agreement and/or any Lender Waiver. Further details are set out in sections 3(A), 3(B), 4(A), 5(A)(i) and 5(B) of Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document.
There can be no certainty that the Exceptional Conditions will be satisfied, and their satisfaction is outside of the control of Sidara and Wood.
In addition, Bidco and Wood have requested, and the Panel Executive has exceptionally agreed, that the Exceptional Conditions are not subject to Rule 13.5(a) of the Code. As a result, it would not be necessary for Bidco to obtain the consent of the Panel in order for Bidco to invoke any of the Exceptional Conditions, nor would it be necessary for the circumstances which cause any of the Exceptional Conditions not to be satisfied to be of material significance to Bidco in the context of the Acquisition.
Accordingly, none of the Exceptional Conditions is capable of being waived by either Wood or Bidco and therefore, if any of the Exceptional Conditions is not satisfied, the Acquisition will automatically lapse.
Overseas Shareholders
The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their Wood Shares in respect of the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions may constitute a violation of securities laws in any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Sidara or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Scheme Document and any other related document to any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Sanctioned Shareholders
If any Wood Shares are Sanctions Affected Shares: (i) no right, title or interest in any such Sanctions Affected Shares will be transferred to Bidco on the Effective Date where such a transfer would cause any person to violate Sanctions, or be exposed to a reasonable risk of being targeted as a Sanctioned Person; (ii) any purported vote by or on behalf of any holder of any such Sanctions Affected Shares at the Court Meeting or the General Meeting will not be treated as valid where Sanctions require such vote to be so treated; (iii) no holder of Sanctions Affected Shares will receive any cash consideration under the Acquisition on the Effective Date; and (iv) under the terms of the Acquisition and the Scheme, subject to compliance with any Sanctions, with effect on and from the Effective Date, all rights attaching to any such Sanctions Affected Shares will cease to be exercisable until such time as the right, title or interest in such shares is transferred to Bidco.
Please refer to the Scheme in Part IV (The Scheme of Arrangement) of the Scheme Document for further details.
Additional information for U.S. investors
The Acquisition relates to an offer for the shares of a Scottish public limited company and is proposed to be effected by means of a scheme of arrangement under Scots law and, in particular, Part 26 of the Companies Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to a scheme of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.
The receipt of cash as consideration pursuant to the scheme of arrangement by U.S. Wood Shareholders (defined as Wood Shareholders who are U.S. persons as defined in the U.S. Internal Revenue Code) may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Wood Shareholder (including U.S. Wood Shareholders) is urged to consult his independent professional adviser immediately regarding the tax consequences of the transaction applicable to him.
If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., such Takeover Offer will be made in compliance with applicable U.S. laws and regulations, including any applicable exemptions under the Exchange Act. The financial information with respect to Sidara included in this Announcement and to be included in the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.
Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act (were the Acquisition to be implemented by way of a Takeover Offer), Sidara, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Wood outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
Wood will advise the Court that its sanctioning of the Scheme will be relied on by Sidara as an approval of the Scheme following a hearing on its fairness to Wood Shareholders, at which Court hearing all Wood Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification will be given to all such holders.
Wood is incorporated under the laws of a non-U.S. jurisdiction, some or all of Wood's officers and directors may be residents of countries other than the U.S., and certain of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against Wood or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Wood or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Sidara, Bidco and Wood contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Sidara, Bidco and Wood about future events, and are therefore subject to risks and uncertainties which could cause actual results or performance to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Sidara Group, the Wood Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates" or "does not anticipate", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Sidara, Bidco and Wood can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks and uncertainties (and other factors that are in many cases beyond the control of Sidara, Bidco and/or Wood) because they relate to events and depend on circumstances that may or may not occur in the future and actual results and developments may differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.
There are a number of factors that could affect the future operations of the Sidara Group, the Wood Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; significant price discounting by competitors; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; the impact of natural phenomena such as floods, earthquakes, hurricanes and pandemics; asset prices; market-related risks such as fluctuations in interest rates and exchange rates; industry trends; competitive product and pricing pressures; changes in government and regulation, and to the policies and actions of governments and/or regulatory authorities (including changes related to capital, tax and tariffs); changes in political and economic stability (including exposures to terrorist activities); Eurozone instability; disruption in business operations due to reorganisation activities; inflation, deflation and currency fluctuations; the timing impact and other uncertainties of future or planned acquisitions or disposals or offers; the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group); the inability of the Sidara Group to integrate successfully the Wood Group's operations and programmes when the Acquisition is implemented; the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities); or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Each forward-looking statement speaks only as of the date of this Announcement. Neither the Sidara Group nor the Wood Group, nor any of their respective associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation, the Listing Rules and the DTRs), neither the Sidara Group nor the Wood Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise and, in particular, Wood will comply with its obligation to publish further updated information as required by law or by a regulatory authority. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Announcement.
No profit forecasts, estimates or quantified financial benefits statements
Nothing in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Sidara or Wood, as appropriate, for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for Sidara or Wood, as appropriate.
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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information provided by Wood Shareholders, persons with information rights and other relevant persons for the receipt of communications from Wood may be provided to Sidara and/or Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Publication on a website and availability of hard copies
This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sidara's website at www.energy-pillar.com and on Wood's website at www.woodplc.com/investors/pages/sidara-proposal-2025 promptly and in any event by no later than 12 noon on 1 September 2025. 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 (and any information incorporated into it by reference to another source) 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.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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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