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Last Trade - 06/10/17

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Size
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Market Cap £n/a
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Wood Group (John)PLC: Scheme of Arrangement - court sanction

Thu 5th October, 2017 1:27pm
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

5 October 2017

Recommended All-Share Offer by John Wood Group PLC for Amec Foster Wheeler plc

Court sanction of Scheme of Arrangement

On 13 March 2017, the boards of John Wood Group PLC (“Wood Group”) and
Amec Foster Wheeler plc (“Amec Foster Wheeler”) announced that they had
reached agreement on the terms of a recommended all-share offer by Wood Group
for Amec Foster Wheeler (the “Combination”) to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
“Scheme”).

Wood Group and Amec Foster Wheeler are pleased to announce that, at a hearing
earlier today, the High Court of Justice in England and Wales sanctioned the
Scheme.

Delivery of the court order to the Registrar of Companies is expected to take
place tomorrow, at which point the Scheme will become effective.

The last day of dealings in, and for registration of transfers of, Amec Foster
Wheeler Shares will be tomorrow, 6 October 2017. No transfers of Amec Foster
Wheeler Shares will be registered after 6.00 p.m. tomorrow.

Upon the Scheme becoming effective, Scheme Shareholders will receive 0.75 of a
new ordinary share of 4 (2)/(7) pence each in the capital of Wood Group in
exchange for each Amec Foster Wheeler Share held by them at the Scheme Record
Time, being 6.00 p.m. (BST) tomorrow, 6 October 2017. As at 4 October 2017,
being the last business day prior to this announcement, the closing price of
each Wood Group ordinary share was 700p.

It is expected that the cancellation of the admission to trading of Amec
Foster Wheeler Shares on the London Stock Exchange's Main Market for listed
securities and the cancellation of the listing of Amec Foster Wheeler Shares
from the premium segment of the Official List of the UK Listing Authority will
each take place by 8.00 a.m. on 9 October 2017.

Capitalised terms used but not otherwise defined in this announcement have the
meanings given to them in the scheme document published on 23 May 2017 in
relation to the Combination.

Enquiries

Wood Group
Andrew Rose, Head of Investor Relations
                                Tel: +44 (0)12
2453 2716

Brunswick (Public Relations Adviser to Wood Group)
Patrick Handley           
                                                          
Tel: +44 (0)20 7404 5959 
                                     

J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group)
Michael Wentworth-Stanley / Dag Skattum
                               Tel: +44 (0)20
7742 4000
Richard Perelman / James Robinson

Credit Suisse (financial adviser and corporate broker to Wood Group)
Jonathan Grundy / John Hannaford
                                         
Tel: +44 (0)20 7888 8888        James Peterkin / Joe Hannon

Amec Foster Wheeler plc
Media:  Jonathan Refoy, Director of Corporate
Affairs               Tel: +44 (0)20 7429 7500
Investors: Rupert Green, Chief Corporate Development Officer

Goldman Sachs International (financial adviser to Amec Foster Wheeler)
Anthony Gutman / Nimesh
Khiroya                                           
Tel: +44 (0)20 7774 1000
Christopher Pilot / Celia Murray

BofA Merrill Lynch (financial adviser and corporate broker to Amec Foster
Wheeler)
Simon Mackenzie Smith / Tim Waddell
                                     Tel:
+44 (0)20 7628 1000
Geoff Iles / Rowland Phillips

Barclays (financial adviser and corporate broker to Amec Foster Wheeler)
Mark Astaire / Derek
Shakespeare                                           
Tel: +44 (0)20 7623 2323
Asim Gunduz

Important notice relating to financial advisers

J.P. Morgan Limited, which conducts its UK investment banking business as J.P.
Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised and regulated in
the United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for
JWG and no one else in connection with the Combination and the matters set out
in this announcement and will not be responsible to anyone other than JWG for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to the Combination or any
other matters referred to in this announcement.

Credit Suisse International (“Credit Suisse”), which is authorised by the
PRA and regulated by the FCA and PRA in the United Kingdom, is acting as
financial adviser exclusively for JWG and no one else in connection with the
Combination and the matters set out in this announcement and will not be
responsible to anyone other than JWG for providing the protections afforded to
clients of Credit Suisse, nor for providing advice in relation to the
Combination, the content of this announcement or any matter referred to
herein. Neither Credit Suisse nor any of its subsidiaries, branches or
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 Credit Suisse in connection
with this announcement, any statement contained herein or otherwise.

Each of Goldman Sachs International, Merrill Lynch International (“BofA
Merrill Lynch”) and Barclays Bank PLC, acting through its Investment Bank
(“Barclays”), who are authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the FCA and the Prudential Regulation
Authority, are acting exclusively for Amec Foster Wheeler and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Amec Foster Wheeler for providing the
protections afforded to the respective clients of Goldman Sachs International,
BofA Merrill Lynch and Barclays, or for providing advice in connection with
the contents of this announcement or any other matters referred to in this
announcement.

Publication on website

A copy of this announcement and the documents required to be published by Rule
26 of the City Code will be made available on Wood Group’s website at
www.woodgroup.com and Amec Foster Wheeler’s website at www.amecfw.com by no
later than 12 noon (London time) on the Business Day following this
announcement.  For the avoidance of doubt, the contents of those websites are
not incorporated into and do not form part of this announcement.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Amec Foster
Wheeler and JWG and certain plans and objectives of the combined group. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as “anticipate”, “target”, “expect”,
“estimate”, “intend”, “plan”, “goal”, “believe”,
“hope”, “aims”, “continue”, “will”, “may”, “should”,
“would”, “could”, or other words of similar meaning. These statements
are based on assumptions and assessments made by Amec Foster Wheeler and/or
JWG in light of its experience and its perception of historical trends,
current conditions, future developments and other factors it believes
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual results and
developments to 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 you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this announcement. Neither Amec
Foster Wheeler nor JWG assumes any obligation to update or correct the
information contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable
law.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
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%
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, 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 pm
(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 Takeover 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

 



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