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AMFW - Amec Foster Wheeler News Story

$7.01 -0.0  -0.6%

Last Trade - 06/10/17

Sector
Energy
Size
Micro Cap
Market Cap £n/a
Enterprise Value £n/a
Revenue £4.93bn
Position in Universe th / 6713

Wood Group (John)PLC: Scheme of Arrangement - scheme effective

Mon 9th October, 2017 7:00am
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

6 October 2017

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

Scheme of Arrangement becomes effective  

Further to the announcement by John Wood Group PLC (“Wood Group”) and Amec
Foster Wheeler plc (“Amec Foster Wheeler”) on 13 March 2017 relating to
the recommended all-share offer by Wood Group for Amec Foster Wheeler 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 the Scheme has become effective in accordance with its terms,
following the sanction of the Scheme by the High Court of Justice in England
and Wales on 5 October 2017 and the delivery of the court order to the
Registrar of Companies on 6 October 2017. The entire issued ordinary share
capital of Amec Foster Wheeler is now owned by Wood Group.

Amec Foster Wheeler also announces that it has today cancelled 3,158,310
ordinary shares, which it held as treasury shares

Furthermore, John Connolly, Jonathan Lewis, Ian McHoul, Colin Day, Linda
Adamany, Stephanie Newby, Roy A Franklin and Bob Card have resigned from the
Amec Foster Wheeler Board and William Setter and Carl Chatfield have been
appointed as directors of Amec Foster Wheeler, in each case, with effect from
6 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
relating to the Scheme.

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
Investors: investors@amecfw.com
Tel: +44 (0)20 7429 7500

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.
 

John Wood Group PLC LEI: 549300PLYY6I10B6S323

Amec Foster Wheeler plc LEI: DTA07N5U5HK2KC1SCM04



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