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AMFW - Amec Foster Wheeler News Story

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Last Trade - 06/10/17

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Wood Group (John)PLC: Statement re - Completion of Acquisition

Mon 9th October, 2017 7:02am

9 October 2017

Recommended All-Share Offer by John Wood Group PLC (“Wood Group” or
“JWG”) for Amec Foster Wheeler plc (“Amec Foster Wheeler”)

Wood Group completes acquisition of Amec Foster Wheeler

Wood Group is pleased to announce that it has completed the acquisition of
Amec Foster Wheeler. Wood Group’s new ordinary shares will be admitted to
the premium segment of the Official List and to trading on the main market for
listed securities of the London Stock Exchange with effect from 8.00 a.m.
(London time) today, 9 October 2017.

Robin Watson, Chief Executive of Wood Group commented:

“This transformational acquisition creates a global leader in the delivery
of project, engineering and technical services to energy and industrial

We become a business of significant scale and enhanced capability delivering
services across a broader range of geographies and sectors, differentiated by
the quality of our people, enabling technology and know-how.  Wood is better
placed to serve customers than ever before, with a more comprehensive range of
capabilities and the potential to deliver efficient integrated solutions with
fewer customer interfaces.

We expect to deliver significant cost synergies and incremental revenue
synergies in a less cyclical business which retains a predominantly
reimbursable, asset light model with a balanced risk appetite.

Our integration planning is well progressed and we have ensured that
appropriate risk management and control processes are in place from Day 1. We
have a clear organisational structure, my Executive Leadership team and their
direct reports have been announced and we are now focussing on implementing a
best of both approach for the wider organisation. ”

Admission of new ordinary shares and cancellation of the listing of Amec
Foster Wheeler shares

Holders of ordinary shares of 50 pence each in the capital of Amec Foster
Wheeler ("Amec Foster Wheeler Shares") on the register at the Scheme record
time, being 6.00 p.m. on 6 October 2017, will receive 0.75 of an ordinary
share of 4 2/7 pence each in the capital of Wood Group ("New JWG Shares") in
exchange for each Amec Foster Wheeler Share. As a result, 294,510,216 New JWG
Shares will be listed on the Premium Listing segment of the Official List of
the UK Listing Authority and will be admitted to trading on the London Stock
Exchange's main market from 8.00 a.m. today.

Following the admission to trading of the New JWG Shares, the Wood Group’s
issued share capital will consist of 677,685,600 ordinary shares with each
share carrying the right to one vote. Wood Group holds no ordinary shares in
treasury. The total number of voting rights in Wood Group will therefore be
677,685,600. This figure may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest, or a change to their interest, in Wood Group under the FCA's
Disclosure Guidance and Transparency Rules.

The admission of Amec Foster Wheeler Shares to the premium segment of the
Official List and to trading on the main market for listed securities of the
London Stock Exchange will be cancelled with effect from 8.00 a.m. (London
time) today.

Appointment of non-executive directors to the board of John Wood Group PLC

As of 6 October, Ian McHoul, Linda Adamany and Roy A Franklin have been
appointed to the Wood Group Board as Non-executive Directors. Biographical
details for each director and details of their appointments are contained in
the Prospectus published in connection with the Combination on 23 May 2017.
Since the publication of the Prospectus, Ian McHoul has been appointed Senior
Independent Director of Britvic plc with effect from 1 September 2017 and a
non-executive director of Bellway plc with effect from 1 February 2018. Roy
Franklin has been appointed Non-Executive Chairman of Premier Oil PLC with
effect from 1 September 2017 and resigned as a non-executive director of
Santos Ltd with effect from 30 September 2017. No other information is
required to be disclosed pursuant to paragraph 9.6.13R of the Listing Rules of
the Financial Conduct Authority, other than as already stated in the
Prospectus and this announcement.

About Wood:

Wood is a global leader in the delivery of project, engineering and technical
services to energy and industrial markets. We operate in more than 60
countries, employing around 55,000 people, with revenues of over $11 billion.
We provide performance-driven solutions throughout the asset life-cycle, from
concept to decommissioning across a broad range of industrial markets
including the upstream, midstream and downstream oil & gas, chemicals,
environment and infrastructure, power & process, clean energy, mining and
general industrial sectors. We strive to be the best technical services
company to work with, work for and invest in.

Upcoming financial events

Pre-close trading
13 December 2017

Final results for the year to 31 December 2017             
            22 March 2018

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.


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

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.

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’s website at and Amec Foster Wheeler’s website at 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

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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