REG - Sidara Wood Group (John)PLC - Recommended cash acquisition of Wood by Sidara
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RNS Number : 2938X Sidara 29 August 2025
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 August 2025
RECOMMENDED CASH ACQUISITION
OF
JOHN WOOD GROUP PLC ("WOOD")
BY
SIDARA LIMITED ("BIDCO")
(an entity controlled by Dar Al-Handasah Consultants Shair and Partners
Holdings Ltd
("Sidara"))
In view of Wood's financial position, Sidara and Wood have agreed that the
Acquisition is subject to a number of conditions that are highly unusual for a
transaction that is subject to the Code.
In particular, the Acquisition is conditional upon, among other things: (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
paragraphs 3(a), 3(b), 4(a), 5(a)(i) and 5(b) of Part 1 of Appendix 1 to this
Announcement (the "Exceptional Conditions").
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.
Wood Shareholders' attention is specifically drawn to the Conditions set out
in Appendix 1 to this Announcement and to Part 2 of Appendix 1 which explains
the above position and the implications of it in more detail.
Summary
· The boards of Sidara and Wood announce the terms of a
recommended cash acquisition of the entire issued and to be issued share
capital of Wood (the "Acquisition") for:
30 pence in cash for each Wood Share
as part of a holistic solution designed to provide financial stability to
Wood, that includes (among other things): (i) Sidara providing a $450 million
capital injection to Wood, (ii) Wood having agreed with its lenders an
extension of its committed debt facilities to October 2028, and (iii)
additional and enhanced liquidity facilities for Wood. Further details are set
out below.
Wood Context
· Sidara's vision is for Wood to become its Energy and
Materials division. Sidara values the talent in the Wood organisation and
intends to retain the Wood brand. In the near term, Sidara's clear priority is
to provide greater stability to Wood, bring financial strength to the business
and to invest in Wood's client relationships. In the longer term, Sidara
believes that Wood would provide an attractive platform to drive growth across
its enlarged business.
· Wood's business is underpinned by excellent technical
capabilities, an established and global client base and a healthy order book,
as seen in the first half of 2025. The Board of Wood has made progress in
transitioning the business away from higher risk large-scale lump sum turnkey
("LSTK") contracts and streamlining the business in recent years.
· However, Wood has not generated any sustainable free cash
flow since 2017, with a total free cash outflow from 2017 to 2024 of
approximately $1.5 billion, reflecting multiple issues including regulatory
fines, significant loss-making contracts, restructuring charges and litigation
payments. More recently, the significant unwind of working capital as the
business moved away from large-scale LSTK work, and the persistence of
multiple exceptional cash items, have prevented Wood from becoming free cash
flow positive as previously expected.
· Against this backdrop, the Board of Wood believes that:
· The current capital structure of the Wood Group is
unsustainable. When taking account of cash requirements in the business,
Wood's gross indebtedness is approximately $1.6 billion;
· Wood's liquidity to fund its ongoing operations is currently
limited;
· There are significant challenges in accessing new sources of
capital absent a holistic refinancing of Wood, which would potentially
require: (i) further substantial asset disposals (with resulting loss of
profit and cash flow, if these businesses are separated from Wood), (ii)
raising new capital on terms that would, after dilution, likely leave limited
to de minimis value for the current Wood Shareholders, or (iii) a combination
of both (i) and (ii).
· The Wood Directors believe that any alternative
refinancing option would likely generate materially less, and potentially
zero, value for Wood Shareholders relative to the terms of this recommended
Acquisition.
Further Details of Improvements to Wood's Capital Structure as Part of the
Acquisition
· The recommended Acquisition of Wood by Bidco has
facilitated agreement on a comprehensive refinancing and recapitalisation
package:
· Sidara has agreed to provide a capital injection of $450 million to
Wood. Of this, $250 million will be available to draw upon, among other
things, Wood Shareholders approving the Acquisition (or, if Bidco chooses to
effect the Acquisition by way of a Takeover Offer, within 21 days after
posting of the offer document), and a further $200 million will be available
upon completion of the Acquisition; and
· Wood has agreed an extension to October 2028 of, and certain other
amendments to, its existing committed debt facilities with the consent of its
lenders (the "Amendment and Extension"), to be implemented following the Wood
Meetings. The Acquisition is conditional upon, among other things, the
Amendment and Extension becoming effective.
· In addition to the Amendment and Extension, Wood has also agreed the
terms of:
· a committed $60 million secured Interim Facility with
certain of its existing lenders which is available for drawdown from the date
of this Announcement, subject to satisfaction of certain customary conditions;
· a committed $200 million New Money Facility which will
become effective at the same time as the Amendment and Extension (and will be
used in part to refinance the Interim Facility); and
· a committed Existing Guarantee Facility of approximately
$400 million governing guarantees issued and to be issued by certain lenders
under the Existing Wood RCF which will become effective at the same time as
the Amendment and Extension.
Views of the Board of Wood
· The Board of Wood has explored a range of alternative
refinancing options. Having carefully considered the viability of these
options together with Wood's financial advisers, the Board of Wood believes
the Acquisition of Wood by Bidco on the terms set out in this Announcement
represents the best option for its shareholders, creditors and wider
stakeholders.
· Notwithstanding recent financial challenges, Wood
believes the additional proposed $450 million capital injection by Sidara,
together with the Amendment and Extension, the Interim Facility, the New Money
Facility and the Existing Guarantee Facility, and ownership by a global group
that is privately owned with long-term investment capabilities, will create
the best foundations for growth.
· Further, the Wood Directors consider that there are
significant benefits in proceeding with a Rule 2.7 announcement which contains
the Exceptional Conditions as it allows Wood access to some immediate
liquidity and, in addition, enables the fastest possible timetable to the Wood
Meetings and receipt of the initial $250 million cash injection from Sidara
(described above).
· Therefore, the Wood Directors intend to recommend
unanimously that Wood Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting. Further
details of the Wood Board's recommendation are set out below.
· Sidara has received support for the Acquisition from the
Wood Directors in respect of their own legal and beneficial shareholdings,
currently representing 0.209 per cent. of Wood's share capital, in the form of
irrevocable undertakings. Further details are set out below.
· The Acquisition is expected to complete in the first half
of 2026.
Comments on the Acquisition
· Commenting on the Acquisition, Talal Shair, Chair and
Chief Executive Officer of Sidara, said:
"This is a transformational moment for our company. Through this move, Wood
becomes part of Sidara, creating a global, world-class, privately held
engineering and design group. In the short term, our additional financial
support will bring greater stability, but our vision is for Wood to take the
lead in energy and materials. We have always admired what Wood has built - its
talented people, global clients, and technical capabilities. This transaction
allows us to strengthen client relationships, expand into new markets, and
serve a broader range of global clients. We look forward to realising Wood's
full potential within Sidara."
· Commenting on the Acquisition, Roy Franklin, Chair of
Wood, said:
"Today is an important milestone in providing a stable foundation for Wood to
deliver on its significant potential. The Board's recommendation of Sidara's
offer follows an extensive review of the viability of all available options
and it is the unanimous view of the Wood Board that this is the best option
for all stakeholders, whilst delivering some value for our shareholders after
what has been a very difficult few years for the company."
· Commenting on the Acquisition, Ken Gilmartin, CEO of
Wood, said:
"This announcement brings us closer to finalising a challenging chapter in
Wood's history. The acquisition by Sidara will solve our near-term liquidity
challenges and strengthen the company in the longer term. In Sidara, we will
have an owner that values our people, brand and the deep client relationships
we have built over the years and together we will be in a stronger position to
deliver for our clients and achieve our potential."
Sidara's Priorities for Wood Under its Ownership
· Provide stability for Wood: Sidara's immediate priority
is to provide greater stability to Wood, in order that Wood can continue to
serve clients and other stakeholders, and preserve the strong capabilities at
Wood. Wood's business is underpinned by excellent technical capabilities, an
established and global client base and a healthy order book, as seen in the
first half of 2025. Following the Effective Date, Sidara will work quickly to
implement initiatives aimed at strengthening Wood's financial position and
restoring long-term value for the benefit of the Enlarged Group's
stakeholders.
· Support Wood's employees and brand: Sidara envisions that
Wood would continue to operate as a standalone business with its own brand and
go-to-market strategy, while benefiting from Sidara's global scale and
long-term strategic owner-operator mindset. Although retaining its own
culture, being part of the Sidara Group would open new opportunities for Wood
employees, who will benefit from greater stability, a new base of clients and
an enhanced global footprint.
· Benefit from a differentiated business model that
maintains leading specialist brands in each area: Sidara is a global
partnership of leading brands, operating through a five-pillar model
comprising multi-disciplinary, architecture, project management, global
infrastructure and energy.
· Over time, create an engineering and design firm of
exceptional capability and diversification with the ability to capitalise on
growth opportunities: Sidara is an innovative business platform in engineering
and design, whose strategic aim is to deliver world-class outcomes for its
clients. By combining specialist capabilities in the built environment and the
energy and materials sectors, with highly attractive and complementary end
markets and geographic reach, Sidara believes that Wood can help it to achieve
that aim.
· Establish an energy leader that leverages the expertise
and knowledge of both firms: Alongside continuing to play an important role in
energy security, both companies are committed to playing a key role in the
energy transition. Wood is an established partner for operators in the oil and
gas sector, clean energy developers, lenders and investors across the energy
sector, including in respect of renewable energy, carbon capture, hydrogen,
decarbonisation and conventional energy. Sidara is helping to decarbonise the
built environment, transportation, water and energy sectors. Together, Sidara
and Wood will have the optimal capabilities to serve clients navigating the
energy transition.
· Leverage the benefits of being a private group that will
ensure sustainable growth in the long-term: Sidara believes that a range of
investment areas, particularly in energy, are better managed under private
ownership, allowing Wood to plan and invest over longer-term horizons than are
compatible with public equity markets.
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.
· In addition to the financial terms of the Acquisition,
the Wood Directors have carefully considered Sidara's plans for the Wood
business under Sidara's ownership. The Wood Directors have also noted Sidara's
support for Wood's own plans to improve the efficiency of the Wood business
and optimise the organisational structure to better serve its clients.
· Accordingly, the Wood Directors intend to recommend
unanimously that Wood Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by way of a Takeover Offer, that
Wood Shareholders accept or procure acceptance of such Takeover Offer) as the
Wood Directors have irrevocably undertaken to do in respect of their entire
legal and/or beneficial holdings of Wood Shares amounting, in aggregate, to
1,446,082 Wood Shares representing approximately 0.209 per cent. of the issued
ordinary share capital of Wood as at 28 August 2025 (being the last Business
Day before the date of this Announcement). Further details of these
irrevocable undertakings, including the circumstances in which they cease to
be binding, are set out at Appendix 3 to this Announcement.
Implementation, Timetable and Conditions
· The Acquisition is expected to be made by Bidco, an
entity controlled by Sidara, and to be effected by means of a Court-sanctioned
scheme of arrangement between Wood and Scheme Shareholders under Part 26 of
the Companies Act, although Bidco reserves the right to effect the Acquisition
by way of a Takeover Offer, subject to the consent of the Panel and the terms
of the Co-operation Agreement.
· In view of Wood's financial position, Sidara and Wood
have agreed that the Acquisition is subject to a number of conditions that are
highly unusual for a transaction that is subject to the Code.
· In particular, 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
paragraphs 3(a), 3(b), 4(a), 5(a)(i) and 5(b) of Part 1 of Appendix 1 to this
Announcement.
· 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.
· In Wood's announcement of 14 April 2025, Sidara stated
that its announcement of any firm offer for Wood was subject to the
satisfaction or waiver of certain pre-conditions, including the publication of
the Audited Accounts. Wood's announcement of 25 August 2025 (which extended
the date by which Sidara was required either to announce a firm intention to
make an offer for Wood or to announce that it did not intend to make an offer)
noted that the pre-condition relating to the publication of the Audited
Accounts was under review by Sidara.
· Notwithstanding that the Audited Accounts have not been
published as at the date of this Announcement, Sidara has agreed to proceed
with the Acquisition, subject to the Exceptional Conditions (among the other
conditions in Appendix 1 to this Announcement) and subject also to the Panel
Executive agreeing that the Exceptional Conditions shall not be subject to
Rule 13.5(a) of the Code. Although the existence of the Exceptional
Conditions, and the fact that the Exceptional Conditions are not subject to
Rule 13.5(a) of the Code, mean that the announcement of the Acquisition does
not bring with it the usual level of certainty associated with the
announcement of a transaction subject to the Code, the Wood Directors believe
that the Acquisition represents the best option available to Wood's
shareholders, lenders and wider stakeholders.
· Wood Shareholders' attention is specifically drawn to the
Conditions (which include the Exceptional Conditions) set out in Appendix 1 to
this Announcement and to Part 2 of Appendix 1 which explains the above
position and the implications of it in more detail.
· In addition to the Exceptional Conditions, the
Acquisition is subject to, among other things, approval by the relevant Wood
Shareholders, the sanction of the Scheme by the Court and the receipt of
certain antitrust and other regulatory approvals, as further detailed in
paragraph 17 of this Announcement and paragraphs 7 and 8 of Part 1 of Appendix
1 to this Announcement. The Acquisition is also subject to the other terms and
the Conditions set out in Appendix 1 to this Announcement, and to the full
terms and conditions to be set out in the Scheme Document.
· The terms of the Acquisition will be put to Wood
Shareholders at the Court Meeting and at the General Meeting. In order to
become Effective, the Scheme must be approved by a majority in number of the
Scheme Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares voted. In
addition, a special resolution implementing the Scheme must be passed by Wood
Shareholders representing at least 75 per cent. of votes cast at the General
Meeting.
· The Scheme Document will include full details of the
Scheme, together with notices of the Court Meeting and the General Meeting and
the expected timetable for the Acquisition, and will specify the actions to be
taken by Wood Shareholders. It is expected that the Scheme Document will be
posted to Wood Shareholders as soon as practicable and, in any event, within
28 days of this Announcement (unless a later date is agreed between Bidco,
Wood and the Panel). The Court Meeting and the General Meeting will not be
held until the Audited Accounts have been published.
· The Acquisition is expected to complete during the first
half of 2026, subject to the satisfaction (or, where applicable, waiver) of
the Conditions set out in Part 1 of Appendix 1 to this Announcement.
Information on Sidara
· Sidara is one of the leading privately-held planning,
design, engineering and project management groups in the world. Since its
inception in 1956, Sidara has grown organically and through strategic
acquisitions. Sidara is a global partnership, registered in the Dubai
International Financial Centre, with a significant operational presence in
London, with more than 21,500 specialists, operating across more than 300
offices and more than 60 countries advising and supporting some of the world's
biggest and most complex design and engineering projects. Today's group of
companies rebranded as Sidara in 2023; some of the industry's most
recognizable brands are proud members of the Sidara Group, including Dar,
Perkins & Will and TYLin. Sidara is 100% owned by the working partners
within the business.
Irrevocable Undertakings
· Sidara has received irrevocable undertakings to vote in
favour (or procure a vote in favour) of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting from the Wood Directors
in respect of their own legal and beneficial shareholdings, representing
approximately 0.209 per cent. of the issued ordinary share capital of Wood as
at 28 August 2025 (being the last Business Day before the date of this
Announcement). Further details of these irrevocable undertakings, including
the circumstances in which they will cease to be binding, are set out in
Appendix 3 to this Announcement.
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement (including its Appendices).
The Conditions to, and certain further terms of, the Acquisition are set out
in Appendix 1 to this Announcement and the Acquisition will be subject to the
full terms and conditions to be set out in the Scheme Document. The bases and
sources for certain financial information contained in this Announcement are
set out in Appendix 2. Details of irrevocable undertakings received by Bidco
are set out in Appendix 3. The defined terms used in this Announcement are set
out in Appendix 4.
Enquiries
Sidara
Sidara and Bidco
Michael Helou, Chief Strategy Officer
Financial Advisers to Sidara
Goldman Sachs International +44 20 7774 1000
Nimesh Khiroya and Christopher Pilot
Greenhill +44 20 7198 7400
David Wyles and Dacre Barrett-Lennard
Communications Adviser to Sidara
Brunswick Group Advisory Ltd +44 20 7404 5959
Patrick Handley and Caroline Daniel
Wood
John Wood Group PLC +44 7850 978 741
Simon McGough, President, Investor Relations
Ken Gilmartin, Chief Executive Officer
Iain Torrens, Interim Chief Financial Officer
Joint Financial Advisers to Wood
Europa Partners +44 20 7451 4542
Jan Skarbek and David Fudge
Rothschild & Co +44 20 7280 5000
John Deans and Paul Duffy
Joint Financial Advisers and Joint Corporate Brokers to Wood
J.P. Morgan Cazenove +44 20 3493 8000
Richard Perelman and Charles Oakes
Morgan Stanley +44 20 7425 8000
Tom Perry and Alex Smart
PR Adviser to Wood
FTI Consulting +44 20 3727 1340
Alex Le May, Nick Hasell and Ariadna Peretz
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.
The person responsible for arranging the release of this Announcement on
behalf of Wood is John Habgood, Group General Counsel and Company Secretary.
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.
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.
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.
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.
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.
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 August 2025
RECOMMENDED CASH ACQUISITION
OF
JOHN WOOD GROUP PLC ("WOOD")
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
In view of Wood's financial position, Sidara and Wood have agreed that the
Acquisition is subject to a number of conditions that are highly unusual for a
transaction that is subject to the Code.
In particular, the Acquisition is conditional upon, among other things: (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
paragraphs 3(a), 3(b), 4(a), 5(a)(i) and 5(b) of Part 1 of Appendix 1 to this
Announcement (the "Exceptional Conditions").
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.
Wood Shareholders' attention is specifically drawn to the Conditions set out
in Appendix 1 to this Announcement and to Part 2 of Appendix 1 which explains
the above position and the implications of it in more detail.
1. Introduction
The boards of Sidara and Wood announce the terms of a recommended cash
acquisition of the entire issued and to be issued share capital of Wood (the
"Acquisition") for:
30 pence in cash for each Wood Share
as part of a holistic solution designed to provide financial stability to
Wood, that includes (among other things): (i) Sidara providing a $450 million
capital injection to Wood, (ii) Wood having agreed with its lenders an
extension of its committed debt facilities to October 2028, and (iii)
additional and enhanced liquidity facilities for Wood. Further details are set
out below.
2. The Acquisition
Wood Context
Sidara's vision is for Wood to become its Energy and Materials division.
Sidara values the talent in the Wood organisation and intends to retain the
Wood brand. In the near term, Sidara's clear priority is to provide greater
stability to Wood, bring financial strength to the business and to invest in
Wood's client relationships. In the longer term, Sidara believes that Wood
would provide an attractive platform to drive growth across its enlarged
business.
Wood's business is underpinned by excellent technical capabilities, an
established and global client base and a healthy order book, as seen in the
first half of 2025. The Board of Wood has made progress in transitioning the
business away from higher risk large-scale lump sum turnkey ("LSTK") contracts
and streamlining the business in recent years.
However, Wood has not generated any sustainable free cash flow since 2017,
with a total free cash outflow from 2017 to 2024 of approximately $1.5
billion, reflecting multiple issues including regulatory fines, significant
loss-making contracts, restructuring charges and litigation payments. More
recently, the significant unwind of working capital as the business moved away
from large-scale LSTK work, and the persistence of multiple exceptional cash
items, have prevented Wood from becoming free cash flow positive as previously
expected.
Against this backdrop, the Board of Wood believes that:
· The current capital structure of the Wood Group is
unsustainable. When taking account of cash requirements in the business,
Wood's gross indebtedness is approximately $1.6 billion;
· Wood's liquidity to fund its ongoing operations is
currently limited;
· There are significant challenges in accessing new sources
of capital absent a holistic refinancing of Wood, which would potentially
require: (i) further substantial asset disposals (with resulting loss of
profit and cash flow, if these businesses are separated from Wood), (ii)
raising new capital on terms that would, after dilution, likely leave limited
to de minimis value for the current Wood Shareholders, or (iii) a combination
of both (i) and (ii).
The Wood Directors believe that any alternative refinancing option would
likely generate materially less, and potentially zero, value for Wood
Shareholders relative to the terms of this recommended Acquisition.
Further Details of Improvements to Wood's Capital Structure as Part of the
Acquisition
The recommended Acquisition of Wood by Bidco has facilitated agreement on a
comprehensive refinancing and recapitalisation package:
· Sidara has agreed to provide a capital injection of $450
million to Wood. Of this, $250 million will be available to draw upon, among
other things, Wood Shareholders approving the Acquisition (or, if Bidco
chooses to effect the Acquisition by way of a Takeover Offer, within 21 days
after posting of the offer document), and a further $200 million will be
available upon completion of the Acquisition; and
· Wood has agreed an extension to October 2028 of, and
certain other amendments to, its existing committed debt facilities with the
consent of its lenders (the "Amendment and Extension"), to be implemented
following the Wood Meetings. The Acquisition is conditional upon, among other
things, the Amendment and Extension becoming effective.
In addition to the Amendment and Extension, Wood has also agreed the terms of:
· a committed $60 million secured Interim Facility with
certain of its existing lenders which is available for drawdown from the date
of this Announcement, subject to satisfaction of certain customary conditions;
· a committed $200 million New Money Facility which will
become effective at the same time as the Amendment and Extension (and will be
used in part to refinance the Interim Facility); and
· a committed Existing Guarantee Facility of approximately
$400 million governing guarantees issued and to be issued by certain lenders
under the Existing Wood RCF which will become effective at the same time as
the Amendment and Extension.
Views of the Board of Wood
The Board of Wood has explored a range of alternative refinancing options.
Having carefully considered the viability of these options together with
Wood's financial advisers, the Board of Wood believes the Acquisition of Wood
by Bidco on the terms set out in this Announcement represents the best option
for its shareholders, creditors and wider stakeholders.
Notwithstanding recent financial challenges, Wood believes the additional
proposed $450 million capital injection by Sidara, together with the Amendment
and Extension, the Interim Facility, the New Money Facility and the Existing
Guarantee Facility, and ownership by a global group that is privately owned
with long-term investment capabilities, will create the best foundations for
growth.
Further, the Wood Directors consider that there are significant benefits in
proceeding with a Rule 2.7 announcement which contains the Exceptional
Conditions as it allows Wood access to some immediate liquidity and, in
addition, enables the fastest possible timetable to the Wood Meetings and
receipt of the initial $250 million cash injection from Sidara (described
above).
Therefore, the Wood Directors intend to recommend unanimously that Wood
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting. Further details of the Wood
Board's recommendation are set out below.
Sidara has received support for the Acquisition from the Wood Directors in
respect of their own legal and beneficial shareholdings, currently
representing 0.209 per cent. of Wood's share capital, in the form of
irrevocable undertakings. Further details are set out below.
The Acquisition is expected to complete in the first half of 2026.
Implementation of the Acquisition
The Acquisition is expected to be made by Bidco, an entity controlled by
Sidara, and to be effected by means of a Court-sanctioned scheme of
arrangement between Wood and Scheme Shareholders under Part 26 of the
Companies Act 2006, although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of the Panel
and the terms of the Co-operation Agreement.
Wood Shares will be acquired by Bidco fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching thereto,
including (without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid or any other
return of capital (whether by way of reduction of share capital or share
premium account or otherwise) made on or after the date of this Announcement
in respect of Wood Shares.
3. Update on Wood's progress for its stakeholders
The Board of Wood acknowledges that this has been a difficult period for Wood,
but is confident that the Acquisition and the Amendment and Extension
(together with the Interim Facility, the New Money Facility and the Existing
Guarantee Facility) represent a major step towards enhancing Wood's stability.
The Board of Wood is committed to leveraging the benefits of this stability
for the benefit of its clients and employees, and to realising some value for
its shareholders.
There has been significant change within Wood since the announcement of the
Independent Review. In addition to having made changes to key roles in the
Group Finance function, Wood has made significant progress in implementing the
detailed remediation and governance plan announced on 31 March 2025 and
continues to strengthen Wood's financial culture, governance and controls, to
ensure increased resilience across the Wood Group.
Wood has also made changes to, and continues to assess, the size and
composition of the Board of Wood, including the balance of skills to ensure it
meets Wood's requirements. Further to the announcement by Wood of 23 May 2025,
the Chair, Roy Franklin, intends to step down from the Board of Wood following
the shareholder vote at the Wood Meetings. In addition, Paul O'Donnell joined
Wood as a Non-Executive Director on 28 July 2025 and three Wood Directors left
the Wood Board following conclusion of Wood's 2025 annual general meeting on
18 June 2025.
Wood has successfully progressed its disposal programme, with the recently
announced disposals of its interest in RWG (Repair & Overhauls) Limited
and its North American Transmission & Distribution engineering business
expected to deliver proceeds above the previously announced $150 million to
$200 million targeted for this year. The disposals are consistent with Wood's
strategy to simplify Wood's portfolio and divest non-core businesses.
Wood's trading so far in 2025 has been impacted by the difficult situation the
Wood Group has faced. Despite significant growth in Wood's order book, delays
in both expected award dates and work start dates, partly driven by client
sentiment around the uncertainty of Wood's future, and reduced access to
uncommitted facilities, such as performance bonds and receivables financing,
negatively impacted first half performance. The combination of these factors,
along with a more challenging market environment for Consulting and higher
exceptional costs related to Wood's situation, have increased average net debt
levels so far this year. The absence of receivables financing also led to a
higher net debt position at 30 June 2025.
Following a series of earlier initiatives, Wood will be taking further cost
reduction actions throughout the remainder of 2025. These actions will improve
the efficiency of the business and optimise the organisational structure,
including strengthening Wood's local presence to better serve its clients by
being close to the markets in which they operate.
These actions, combined with the certainty and access to uncommitted
facilities this Acquisition will provide, offer greater stability, allowing
Wood to continue to serve clients and other stakeholders, and preserve the
strong capabilities at Wood.
The Independent Review has led to an extended period of time to finalise the
Audited Accounts. The Independent Review started in November 2024 and its
conclusions were finalised in May 2025, with the key findings published on 31
March 2025. While some audit work took place alongside the Independent Review,
the complexity and volume of issues identified by the Independent Review,
including potential prior year adjustments across multiple periods, meant that
many key judgements could only be made by Wood's management, and subsequently
audited, once the Independent Review had concluded. Furthermore, the need to
take remediation actions to strengthen the control and governance environment
in order to safeguard the audit also delayed progress. In addition, the
increased level of audit risk around the Wood Group's 2024 accounts, including
certain instances of information being inappropriately withheld from, and
unreliable information being provided to, the auditors has led to a greater
level of audit procedures being required.
Given the delay in Wood finalising the Audited Accounts and the delay in
completion of the audit, there are a greater number of post balance sheet
events in 2025 that impact the 2024 results, including some newly identified
contract losses. Finally, the difficult situation the Company has faced in
2025 has led to increased work being required for the going concern and
viability statements and associated audit opinion.
4. Background to and reasons for the Acquisition
Sidara is one of the leading planning, design, engineering, and project
management groups in the world. Sidara is a global partnership of leading
brands, operating through a five-pillar model comprising multi-disciplinary,
architecture, project management, global infrastructure, and energy. Sidara's
brands serve highly complex and critical engineering needs for large blue-chip
clients globally, ranging from global technology and energy companies to
leading hospitals, airports, universities and governments.
The Acquisition will:
· Provide stability for Wood: Sidara's immediate priority
is to provide greater stability to Wood, in order that Wood can continue to
serve clients and other stakeholders, and preserve the strong capabilities at
Wood. Wood's business is underpinned by excellent technical capabilities, an
established and global client base and a healthy order book, as seen in the
first half of 2025. Following the Effective Date, Sidara will work quickly to
implement initiatives aimed at strengthening Wood's financial position and
restoring long-term value for the benefit of the Enlarged Group's
stakeholders.
· Support Wood's employees and brand: Sidara envisions that
Wood would continue to operate as a standalone business with its own brand and
go-to-market strategy, while benefiting from Sidara's global scale and
long-term strategic owner-operator mindset. Although retaining its own
culture, being part of the Sidara Group would open new opportunities for Wood
employees, who will benefit from greater stability, a new base of clients and
an enhanced global footprint.
· Benefit from a differentiated business model that
maintains leading specialist brands in each area: Sidara is a global
partnership of leading brands, operating through a five-pillar model
comprising multi-disciplinary, architecture, project management, global
infrastructure and energy.
· Over time, create an engineering and design firm of
exceptional capability and diversification with the ability to capitalise on
growth opportunities: Sidara is an innovative business platform in engineering
and design, whose strategic aim is to deliver world-class outcomes for its
clients. By combining specialist capabilities in the built environment and the
energy and materials sectors, with highly attractive and complementary end
markets and geographic reach, Sidara believes that Wood can help it to achieve
that aim.
· Establish an energy leader that leverages the expertise
and knowledge of both firms: Alongside continuing to play an important role in
energy security, both companies are committed to playing a key role in the
energy transition. Wood is an established partner for operators in the oil and
gas sector, clean energy developers, lenders and investors across the energy
sector, including in respect of renewable energy, carbon capture, hydrogen,
decarbonisation and conventional energy. Sidara is helping to decarbonise the
built environment, transportation, water and energy sectors. Together, Sidara
and Wood will have the optimal capabilities to serve clients navigating the
energy transition.
· Leverage the benefits of being a private group that will
ensure sustainable growth in the long-term: Sidara believes that a range of
investment areas, particularly in energy, are better managed under private
ownership, allowing Wood to plan and invest over longer-term horizons than are
compatible with public equity markets.
The Enlarged Group will be highly attractive for employees and talent in the
sector and compete for some of the most complex projects. The Enlarged Group
will have a global footprint, reflected in a balanced revenue mix (on a pro
forma basis for the year ended 31 December 2023) across North America
(representing c. 40 per cent. of pro forma revenues), and c. 20 per cent. of
pro forma revenues in each of Europe, the Middle East and Africa, and Asia
Pacific.
5. 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.
In addition to the financial terms of the Acquisition, the Wood Directors have
carefully considered Sidara's plans for the Wood business under Sidara's
ownership. The Wood Directors have also noted Sidara's support for Wood's own
plans to improve the efficiency of the Wood business and optimise the
organisational structure to better serve its clients.
Accordingly, the Wood Directors intend to recommend unanimously that Wood
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or in the event that the
Acquisition is implemented by way of a Takeover Offer, that Wood Shareholders
accept or procure acceptance of such Takeover Offer) as the Wood Directors
have irrevocably undertaken to do in respect of their entire legal and/or
beneficial holdings of Wood Shares amounting, in aggregate, to 1,446,082 Wood
Shares representing approximately 0.209 per cent. of the issued ordinary share
capital of Wood as at 28 August 2025 (being the last Business Day before the
date of this Announcement). Further details of these irrevocable undertakings,
including the circumstances in which they cease to be binding, are set out at
Appendix 3 to this Announcement.
6. Background to and reasons for the recommendation
The Wood Directors have carefully evaluated the Acquisition on the basis of
the interests of Wood, Wood Shareholders and Wood's wider stakeholders
including its employees, clients and lenders. The Wood Directors have taken
into consideration a range of factors in coming to their decision to recommend
the Acquisition.
The Wood Directors continue to have confidence in Wood's underlying business,
end markets, and long-term growth potential. Wood's order book has grown in
the first half of 2025, demonstrating Wood's continued success in winning
long-term contracts from major clients and a highly skilled workforce that
continues to deliver.
However, the Wood Directors recognise that Wood has been significantly
impacted by multiple issues over recent years that have led to an inability to
generate positive cash flow. These issues include regulatory fines,
significant loss-making contracts, restructuring charges and litigation
payments. Consequently, the planned deleveraging following the acquisition of
Amec Foster Wheeler ("AFW") in 2017 proved challenging and required
significant business disposals.
More recently, the significant unwind of working capital as the business moved
away from large-scale LSTK work, and the persistence of multiple exceptional
cash items, have prevented Wood from becoming free cash flow positive as
previously expected.
Key to Wood's future is an appropriate long-term capital structure. The Wood
Directors believe this requires substantial new capital to reduce indebtedness
and to diversify Wood's financing sources.
The Wood Directors have explored a range of alternative refinancing options
over a long period of time, both before and after the Independent Review.
Having carefully considered the viability of these options together with
Wood's financial advisers, the Wood Directors believe that the Acquisition
represents the best option available to its shareholders, lenders and wider
stakeholders. The Acquisition provides certain cash value for Wood
Shareholders at 30 pence per share, compared to alternative options that the
Wood Directors believe would likely generate materially less, and potentially
zero, value for shareholders.
Importantly, the Acquisition has facilitated agreement with Wood's lenders on
the Amendment and Extension, in addition to the Interim Facility, the New
Money Facility and the Existing Guarantee Facility, and also provides a
capital injection of $450 million by Sidara, of which $250 million will be
available to Wood from the point at which (among other things) Wood
Shareholders approve the Acquisition. This incremental capital is essential to
fund the business over the longer term. This commitment from Sidara to make
additional loan capital available to Wood before completion of the Acquisition
has been a critical component in securing the Amendment and Extension on its
agreed terms.
Context for the recommendation
The AFW acquisition brought with it a number of adverse issues and exceptional
items, including an SFO investigation and settlement, asbestos-related claims
and historical losses due to the Aegis Poland contract. Furthermore, Wood
entered into a series of LSTK contracts in subsequent years, most notably in
the renewable sector in North America, that led to significant losses.
Multiple restructurings were undertaken to maintain underlying profitability
but each included substantial exceptional P&L charges and exceptional cash
costs. In total, exceptional cash costs from 2017 to 2024 exceeded $1.1
billion.
Moreover, Wood has not generated any sustainable free cash flow since 2017,
with a total free cash outflow from 2017 to 2024 of approximately $1.5
billion, reflecting the exceptional cash costs, large working capital
movements and elevated finance and tax charges relative to the size of the
Company.
In order to improve Wood's financial position, Wood has sold multiple
businesses since 2017, including its nuclear business in 2020, its Built
Environment consulting business in 2022 and its interest in EthosEnergy in
2024. So far in 2025, Wood has agreed further business disposals for combined
expected proceeds of over $250 million.
Following the sale of Built Environment, Wood announced a growth plan to turn
around the business. The plan focused on Wood's core strength of engineering
across energy and materials, as well as a de-risking of the business through
exiting large-scale LSTK and major engineering, procurement and construction
("EPC") work. Alongside this, there was a significant focus on growth.
While progress was made with this turnaround, as can be seen from Wood's
operational performance and consistent ability to win new business, it has
taken longer than expected. The business grew less than had been anticipated,
and the process of moving away from large-scale LSTK and major EPC work has
been more challenging and led to more cash costs than expected. Crucially, the
Wood Group has not generated positive cash flow after meeting the cost of debt
and other liabilities.
In its Trading Update on 7 November 2024, Wood announced that, in response to
dialogue with its Auditor, it had agreed to commission the Independent Review.
At the same time, Wood withdrew its 2025 cash guidance.
In its Business Update on 14 February 2025, Wood announced that it was taking
further actions to put the business on a firmer footing, including rebasing
financial forecasts, extending cost saving actions and targeting further
business disposals. Wood also announced that it was undertaking a detailed,
holistic assessment of all potential refinancing options ahead of the Wood
Group's debt facilities maturing in October 2026.
On 24 February 2025, Wood announced it had received an approach from Sidara in
relation to a possible offer for Wood.
On 31 March 2025, Wood issued an update on the Independent Review. Wood
confirmed that the findings of the Independent Review had no material impact
on the Wood Group's cash position or its ability to generate cash in the
future but that, amongst other items, the Independent Review had identified
material weaknesses and failures in the Wood Group's financial culture within
the Projects business unit and engagement between Group Finance and Projects,
and stated that a number of prior year adjustments to the Wood Group's income
statement and balance sheet were expected to be required.
On 14 April 2025, Wood announced that it had received a holistic non-binding
conditional proposal from Sidara, comprising a possible offer of 35 pence per
Wood Share to acquire the entire issued and to be issued share capital of
Wood, together with a possible capital injection of $450 million. Wood
confirmed that it would be minded to recommend to Wood Shareholders a firm
offer made on those terms.
Since receiving Sidara's proposal, Wood has engaged constructively with
Sidara. In parallel, the Wood Directors, together with Wood's financial
advisers, have continued to work on a range of alternative refinancing and
recapitalisation options with a view to providing Wood with an appropriate and
sustainable long-term capital structure. This included exploring a material
public equity raise and significant business disposals. As part of this work:
(i) in April 2025, Wood completed the disposal of Kelchner, a civil
construction services business in the USA, for net cash proceeds of $30
million, (ii) in July 2025, Wood announced the disposal of its 50% interest in
RWG (Repair & Overhauls) Limited for cash consideration of $135 million
(subject to closing adjustments), and (iii) on 29 August 2025, Wood announced
the disposal of its North American Transmission & Distribution engineering
business for cash consideration of $110 million (subject to closing
adjustments). Work continues on other disposals; however, Wood is not
currently expecting to announce the signing of any further disposals in 2025.
Given the timing and complexity of the Independent Review, more extensive work
has been required to progress the preparation of the Audited Accounts. As
such, as previously announced, publication of the Audited Accounts was delayed
beyond the 30 April 2025 deadline under the Listing Rules and, as a result,
the Wood Shares were suspended from listing and trading from 1 May 2025. Wood
is continuing to work with its Auditor to publish the Audited Accounts at the
earliest opportunity. The Audited Accounts will be published before the Court
Meeting and the General Meeting.
Following the Independent Review, Wood announced on 27 June 2025 that it had
been notified by the FCA of the commencement of an investigation into Wood
covering the period from 1 January 2023 to 7 November 2024. Wood is
cooperating fully with the FCA in relation to this investigation.
On 23 August 2025, Sidara notified the Board of Wood in writing that,
following the completion of its due diligence, it was reducing the price of
its proposal to 30 pence per share. The Board of Wood considered the revised
proposal and intends to recommend the Acquisition to Wood Shareholders, as it
provides certain cash value for Wood Shareholders relative to the currently
available alternatives which would likely generate materially less, and
potentially zero, value for Wood Shareholders. In particular, the Board of
Wood believes that the publication of this Announcement begins to provide some
stability to the business, its clients and its employees by facilitating
access to a comprehensive refinancing and recapitalisation package (including,
among other things, the Interim Facility, which is available for drawdown from
the date of this Announcement, subject to satisfaction of certain customary
conditions).
Strategic review of recapitalisation options
The Wood Directors believe Wood's level of indebtedness is unsustainable and
cannot be refinanced without a substantial injection of capital and/or
substantial business disposals. Wood's level of average net debt has remained
elevated for most of the period since 2017, despite the receipt of significant
disposal proceeds, and averaged c.$1.2 billion in the first six months of 2025
(FY24: c.$1.1 billion).
When taking into account the cash required within the business to support its
operations, Wood's gross indebtedness, which is the amount that would
ultimately need to be refinanced, is significantly higher.
Wood is currently operating with limited available capacity under its existing
committed credit facilities, and access to uncommitted facilities (including
for the issue of guarantees and receivables financing arrangements) has been
restricted. It is unlikely that the Wood Group will have full access to these
lines until there is a full refinancing plan in place with its lenders.
Accordingly, Wood is having to manage challenging liquidity constraints.
On 28 July 2025, Wood announced that, although it had been in discussions with
substantially all of its committed lenders, not all lenders had engaged with
Wood in relation to the Amendment and Extension. Wood also announced that it
was working to secure support from all lenders but, absent such agreement, it
was expected that the Amendment and Extension would be implemented in part via
a Scottish scheme of arrangement of John Wood Group Holdings Limited.
Wood has maintained a constructive dialogue with its lenders and has now
agreed with all of its committed lenders and noteholders, and all of the Wood
Group's primary uncommitted guarantee providers, the terms of the Amendment
and Extension (as described in more detail below), which:
· is required to allow the Acquisition to proceed; or
· in the event that the Acquisition does not complete, provides
a stable platform for the business as a basis for the Wood Group to develop
and implement an alternative refinancing structure.
Wood has now secured a Lock Up Agreement, signed by all lenders under the
Existing Wood Facilities, to commit the lenders to enter into the A&E
Implementation Documents in order to effect the Amendment and Extension.
The Lock Up Agreement requires Wood to prepare a detailed plan to separate and
grant security over parts of the business identified as potential disposal
targets (the "Separation Plan") in order to protect the interests of creditors
in the event that the Acquisition does not proceed as planned.
As described in paragraph 2 (The Acquisition) above, Wood has also agreed the
terms of the Interim Facility (which is available for drawdown from the date
of this Announcement, subject to satisfaction of certain customary
conditions), the New Money Facility (which will become effective at the same
time as the Amendment and Extension and will be used in part to refinance the
Interim Facility) and the Existing Guarantee Facility (which will become
effective at the same time as the Amendment and Extension).
If the Acquisition does not proceed, absent an alternative path to refinancing
the existing facilities, the lenders may require Wood to implement the
Separation Plan and dispose of businesses and assets on an accelerated basis
to reduce its debt. Accordingly, while the Wood Directors believe that the
stable platform that would apply if the Acquisition does not proceed would
allow Wood to continue serving its clients, there would potentially be very
limited to zero value for Wood Shareholders.
The Wood Directors therefore believe that the Acquisition (together with the
$450 million capital injection Sidara has committed to make) represents the
best available option for the Wood Group's shareholders, creditors and other
stakeholders.
Strategic review of alternative financing options
As noted above, the Wood Directors have carefully considered the viability and
expected outcomes of various possible deleveraging and recapitalisation
options, including the potential for a significant equity raise. However, Wood
believes that the amount of new equity that would be required would be highly
challenging to deliver, even with significant support from the Wood Group's
existing shareholders, given the recent share price performance.
In particular, the Wood Directors have considered:
· Wood's current market capitalisation;
· Wood's inability to date to publish the Audited
Accounts;
· the resultant current share suspension;
· the further delay to Wood generating positive free cash
flow; and
· ongoing uncertainty, including the recently announced
FCA investigation.
Furthermore, were such equity capital to be available, its terms and
conditions would likely leave limited to de minimis value for the existing
share capital of Wood, and significantly less than the 30 pence provided under
the Acquisition.
The Wood Directors have also carefully considered further business disposals.
However, in order to raise sufficient capital, these business disposals would
need to be significant, involving the sale of multiple businesses or
potentially a full business unit, with consequent material challenges in
effecting separation as well as the resultant loss of profitability and cash
flow.
The Wood Directors therefore believe that any alternative refinancing option
would likely generate materially less, and potentially zero, value for Wood
Shareholders relative to the terms of this recommended Acquisition.
The Acquisition
The Wood Directors are recommending the Acquisition as they believe that the
Acquisition represents the best option available to its shareholders, lenders
and wider stakeholders.
The terms of the Acquisition provide certainty of cash for Wood Shareholders
and represent a premium of 62.7 per cent. to the closing share price on 30
April 2025 (being the latest date before the Wood Shares were suspended from
listing and trading on 1 May 2025).
The $450 million capital injection that Sidara has agreed to make available to
Wood, of which $250 million will be available to Wood from the point at which
(among other things) Wood Shareholders approve the Acquisition, should provide
financial stability during the Offer Period and has been a critical component
in securing the Amendment and Extension and creating a stable platform for
recapitalising the business on a longer-term basis.
The Wood Directors consider that there are significant benefits in proceeding
with a Rule 2.7 announcement which contains the Exceptional Conditions as it
allows Wood access to some immediate liquidity and, in addition, enables the
fastest possible timetable to the Wood Meetings and receipt of the initial
$250 million cash injection from Sidara.
The Wood Directors also believe that the Acquisition represents an attractive
proposition for Wood's customers and employees.
Sidara recognises Wood's ability to win new business is because of its
talented people and sees how Wood can strengthen Sidara's capabilities through
its deep domain experience in Energy and Materials markets.
The Wood Directors believe that, together, Wood and Sidara would create a
leading global engineering consulting company with enhanced scale, capability
and diversification. The Acquisition would enhance Wood's leading position and
create opportunities for sustainable and scalable growth, providing stability
to Wood's stakeholders while also continuing to operate as a standalone brand.
Sidara recognises that Wood's talented and highly competent employees are
fundamental to the future success of the Enlarged Group and has confirmed that
it will fully safeguard the existing contractual and statutory employment
rights of all management and employees of Wood. This includes a commitment to
uphold Wood's pension obligations, ensuring schemes are appropriately funded
in accordance with governing documentation and statutory requirements in
relevant jurisdictions. Sidara has a strong track record of ensuring its
acquired businesses prosper and has committed to supporting Wood's employees
to ensure business continuity.
7. Amendment and Extension
Wood has entered into a secured interim facility agreement on the date of this
Announcement (the "Interim Facility Agreement") pursuant to which certain of
Wood's existing lenders have agreed to make available the Interim Facility of
$60 million to Wood. The Interim Facility is available from the date of this
Announcement, subject to satisfaction of certain customary conditions.
Pursuant to the Interim Facility Agreement, Wood will grant a comprehensive
security package in favour of the lenders thereunder (the "Credit Support
Package").
In addition, Wood has agreed the terms of an extension of, and certain other
amendments to, its existing committed debt facilities with all of its
committed lenders and noteholders, and all of the Wood Group's primary
uncommitted guarantee providers, which will involve:
· the amendment of Wood's core existing debt facilities and
extensions of maturities under such instruments to October 2028; and
· the availability of the New Money Facility and the
Existing Guarantee Facility,
each of which will benefit from the Credit Support Package.
The Amendment and Extension will also involve the maturity extension of
certain of the Existing Bilateral Facilities, which will also receive the
benefit of the Credit Support Package.
The Amendment and Extension will be implemented following the Wood Meetings.
Wood has entered into a Lock Up Agreement with all of its lenders under the
Existing Wood Facilities, pursuant to which an A&E Implementation Deed
(which sets out the mechanical steps required to implement the Amendment and
Extension) will be executed. The Amendment and Extension shall become
effective on the A&E Effective Date.
Under the terms of the A&E Implementation Deed, the Amendment and
Extension will become effective following approval of the Acquisition by the
Wood Shareholders at the Wood Meetings and satisfaction of certain customary
conditions, including under the Sidara Interim Funding Agreement.
The terms of the Amendment and Extension will automatically become more
restrictive, and maturities will be shortened to October 2027, if:
· the Acquisition terminates (including because the Scheme
Shareholders do not approve the Scheme at the Court Meeting, the Resolutions
are not passed at the General Meeting, the Court refuses to sanction the
Scheme or any other Condition is invoked by Bidco (with the consent of the
Panel, if required));
· Wood does not receive the Sidara Interim Funding
following the Amendment and Extension becoming effective;
· the Scheme is withdrawn, terminates or lapses in
accordance with its terms (unless followed within five Business Days by a
revised offer from Sidara to implement the Acquisition on substantially the
same or improved terms and subject to no new conditions);
· the Acquisition does not become Effective by the Long
Stop Date; or
· the Sidara Interim Funding Agreement or the Sidara
Commitment Letter (each as defined below) are terminated.
As part of the Amendment and Extension, the temporary waivers provided under
Wood's committed debt facilities (originally granted to 30 April 2025 and
subsequently extended on several occasions, most recently to 31 August 2025)
will be granted on a permanent basis under the Committed Debt Lock-Up
Agreement and will survive termination of the Committed Debt Lock-Up Agreement
(other than in circumstances where the Amendment and Extension does not become
effective).
As described in paragraph 17 below, the Acquisition is conditional on (among
other things) the Amended Wood Debt Facilities not being terminated and not
being subject to certain further amendments without Sidara's consent.
8. Sidara Interim Funding
Bidco and Wood entered into a term loan facility on 29 August 2025 (the
"Sidara Interim Funding Agreement") pursuant to which Bidco will make
available a facility of $250 million to Wood following approval of the
Acquisition by the Wood Shareholders at the Wood Meetings and effectiveness of
the Amendment and Extension. The Sidara Interim Funding will have the benefit
of the Credit Support Package.
In addition to other customary prepayment provisions, the Sidara Interim
Funding will become immediately repayable (without penalty) if:
· the Wood Directors withdraw their recommendation of the
Acquisition (unless in the context of a competing bid that is matched or
improved upon by Sidara);
· the Acquisition (whether implemented by way of the
Scheme or a Takeover Offer) is withdrawn, terminates or lapses in accordance
with its terms; or
· Wood takes any restricted or frustrating action with
the approval of the Wood Shareholders under Rule 21.1 of the Code (and without
the consent of Sidara).
If the Acquisition does not complete as a result of any antitrust or
regulatory approval not being obtained, the Sidara Interim Funding would not
be affected and would remain in place until its maturity date (October 2028).
The Sidara Interim Funding will rank pari passu with the Amended Wood Debt
Facilities until completion of the Acquisition. Upon completion of the
Acquisition, the Sidara Interim Funding will automatically become subordinated
to the Amended Wood Debt Facilities.
9. Sidara Post-Completion Funding
Sidara, Bidco and Wood entered into a commitment letter on 29 August 2025 (the
"Sidara Commitment Letter") pursuant to which Bidco has committed to fund $200
million to Wood on completion of the Acquisition ("Sidara Post-Completion
Funding"). The Sidara Post-Completion Funding will be structured either as
subordinated unsecured indebtedness (including by way of a loan) or as equity
or other capital contribution, or a combination thereof. The Sidara
Post-Completion Funding if provided as indebtedness, will be unsecured and
subordinated to all other unsubordinated indebtedness of Wood.
10. Information relating to Sidara and Bidco
Sidara is one of the leading privately held planning, design, engineering and
project management groups in the world. Sidara is a global partnership of
leading brands, operating through a five-pillar model comprising
multi-disciplinary, architecture, project management, global infrastructure
and energy. Today's group of companies rebranded as Sidara in 2023; some of
the industry's most recognizable brands are proud members of the Sidara Group,
including Dar, Perkins & Will and TYLin. Sidara is 100% owned by the
working partners within the business. Sidara's bespoke operational structure
is unique amongst its global peers and means that its businesses benefit from
the group's scale whilst retaining the individuality of brands. Sidara's
brands serve the highly complex and critical engineering needs of its roster
of large blue-chip clients, ranging from global technology and energy
companies to leading hospitals, airports, universities and governments.
Since its inception in 1956, Sidara has grown organically and through the
strategic acquisition of companies with exceptional talent and culture. Sidara
acquired Perkins&Will in 1986 and over the past nearly four decades has
supported and developed it to become a leading global architecture and design
firm. During this period, Sidara has made significant other operational and
financial investments in the business including numerous acquisitions. Sidara
acquired T.Y.Lin International in 1989, at the time a US-based and US-focused
civil and structural engineering firm and has dedicated significant resources
to help develop it into a globally recognisable name with an expanded focus
across the Americas and within Asia-Pacific.
Bidco is a company incorporated by Sidara for the purposes of making the
Acquisition. It is a wholly-owned direct subsidiary of Sidara. Save for
activities undertaken in connection with its registration and the Acquisition,
Bidco has not, since its incorporation on 26 March 2024, traded prior to the
date of this Announcement.
11. Information relating to Wood Group
Wood is listed on the Equity Shares (Commercial Companies) segment of the Main
Market of the London Stock Exchange although, pending publication of the
Audited Accounts, the Wood Shares are temporarily suspended from listing and
from trading. Wood is a large and leading global consulting and engineering
company operating across Energy and Materials sectors. Wood provides highly
technical, advanced consulting, engineering and operations solutions to
complex industry challenges in sectors including but not limited to oil &
gas, carbon capture, hydrogen, power, renewables, chemicals, life sciences and
minerals & metals, serving some of the world's leading blue-chip clients
across these end markets.
Wood places sustainability at the forefront of its strategy by designing and
delivering digitalisation and decarbonisation solutions to some of the world's
most critical projects. Wood's consulting and engineering skills are at the
forefront of solving the global challenges of decarbonisation and energy
transition, as well as ensuring energy security. To date, around 20 per cent.
of Wood's revenue is derived from sustainable solutions. Wood is also
committed to reducing its own carbon emissions by 40 per cent. by 2030.
Today, Wood employs around 35,000 people working in approximately 60
countries.
12. Strategic plans and intentions with regard to management,
employees and places of business
Strategic plans for Wood
As set out in paragraph 6 (Background to and reasons for the Acquisition),
Sidara believes that the combination of Sidara with Wood will strengthen the
combined group's capabilities across the Energy and Materials sectors. More
specifically, Sidara believes that the combination will deliver
diversification, scale and skills that will represent a competitive
proposition, driving customer and revenue synergies.
Sidara intends to operate Wood as a standalone client facing business,
consistent with its operating model for the pillars it currently operates,
retaining the Wood brand identity, driving a strategy of long-term growth and
continuing to nurture Wood's excellent client relationships.
Wood holds a strong leading position in the energy sector and is responsible
for designing, managing, optimising, and operating infrastructure important
for energy security globally. Sidara recognises the importance of Wood's
expertise and solutions to its clients and will ensure business continuity
accordingly. Sidara places significant value on the fundamentals of the Wood
business and Sidara's priority will be to support Wood's turn-around and bring
stability.
As detailed in paragraph 3 (Update on Wood's progress for its stakeholders),
the Board of Wood has its own plans to improve the efficiency of the Wood
business and optimise the organisational structure to better serve its
clients. Sidara is supportive of these plans and intends to continue to take
such actions following completion of the Acquisition.
At the Effective Date, Wood will have its own capital structure, supported by
the injection of the Sidara Interim Funding and the Sidara Post-Completion
Funding. In the medium term, Sidara intends to pursue a refinancing of the
Wood business. Such refinancing plans will be progressed and refined once Wood
is under Sidara ownership.
Sidara places utmost importance on culture and values, which includes its
people aims and, specifically, health, safety, security and promoting Sidara's
values of equal opportunities for all and contributing to the communities it
works within. Since the announcement of the Independent Review, Wood has
announced a detailed remediation and governance plan designed to strengthen
Wood's financial culture, governance and controls. Following completion of the
Acquisition, Sidara will review the status of Wood's remediation and
governance work to ensure the stability and resilience of the Enlarged Group.
Headquarters, locations, fixed assets and research and development
Following the Effective Date, Sidara intends for Wood to operate and grow the
Energy and Materials pillar of its business from its key locations in the UK
and US, together with other key centres of excellence in the Americas, Middle
East and Africa, and Asia Pacific. Sidara has no plans to make any material
restructurings or changes to the locations of Wood's main operating
businesses, including headquarters and headquarters functions. Following
completion of the Acquisition, Sidara will, however, investigate the
opportunity to consolidate office locations where Wood and Sidara both
currently have a presence. Careful consideration will be given to this
exercise, recognising such decisions are important to employees in both
companies. Any such consolidation will be designed to promote efficiency and
customer service, in the interest of delivering the anticipated customer and
revenue synergies.
Sidara does not intend to redeploy the fixed assets of Wood. Wood has no
material research and development function and Sidara has no intention to make
any changes in this regard.
Management and employees
Sidara recognises that Wood's success, just like Sidara's, is based on its
talented and highly competent employees who are fundamental to the future
success of the Enlarged Group. In particular, Sidara greatly values the skills
and expertise of Wood's operational leadership and their teams.
While no decisions have been made by Sidara regarding the future leadership of
Wood at this time, following completion of the transaction, Sidara will work
with Wood to assess a suitable executive and governance structure to support
the future business.
As set out in paragraph 3 (Update on Wood's progress for its stakeholders),
Wood has made changes to, and continues to assess, the size and composition of
the Board of Wood. Wood has separately announced a cost reduction programme
that is ongoing. Against the background of this ongoing activity, Sidara is
focused on promoting stability and minimising any further disruption, in the
interests of both customers and employees.
Based on Sidara's due diligence, once Wood ceases to be a publicly listed
company, there will likely be some limited headcount reductions related to
public company-related functions and general, administrative and overhead
roles which will no longer be required under private ownership. Any such
reductions will be carried out in accordance with applicable legal
requirements and best practice and subject to necessary information and
consultation. Affected employees will be considered for alternative roles
within the Enlarged Group where appropriate. It is expected that the
non-executive directors of Wood will resign as directors of Wood with effect
from the Effective Date.
Sidara confirms that, following the Effective Date, the existing contractual
and statutory employment rights of all management and employees of Wood and
its subsidiaries will be fully safeguarded in accordance with applicable law.
Sidara does not intend to make any material change in the balance of skills
and functions of, or terms and conditions of employment of, the employees of
Wood or its subsidiaries.
Other than as stated in this paragraph 12, Sidara does not intend to make any
material reductions to the Wood employee headcount.
Pensions
Sidara recognises the importance of upholding Wood's pension obligations and
ensuring that its pension schemes are appropriately funded in accordance with
their governing documentation and statutory requirements in the relevant
jurisdictions.
Sidara intends to review Wood's pension schemes in detail after the Effective
Date, including in relation to any ongoing funding arrangements, employer
contributions, the accrual of benefits for existing members, and admission of
new members to the schemes. Any prospective changes resulting from such review
will only be made in accordance with applicable law and the documentation
governing the relevant schemes and following consultation with the Trustee.
Sidara has engaged positively with the Trustee of the Wood Pension Plan, and
the Trustee has welcomed the open and transparent approach Sidara has taken.
Sidara has agreed to maintain an open dialogue with the Trustee in relation to
funding and the covenant supporting the Wood Pension Plan.
Trading facilities
Wood Shares have been temporarily suspended from listing and from trading on
the Main Market of the London Stock Exchange with effect from 7:30am on 1 May
2025 until its Audited Accounts are published. Following publication of its
Audited Accounts, Wood intends to request that the FCA restore the listing and
trading of Wood Shares. As set out in paragraph 18 below, applications will be
made to: (a) the London Stock Exchange to cancel trading in Wood Shares on the
Main Market of the London Stock Exchange; and (b) the FCA to cancel the
listing of the Wood Shares on the Official List, in each case with effect from
or shortly after the Effective Date. Sidara also intends to re-register Wood
as a private company as soon as practicable following the Effective Date.
Post-Completion Funding
As detailed in paragraph 9 (Sidara Post-Completion Funding) above, Sidara has
agreed to make available a further $200 million to Wood upon completion of the
Acquisition.
None of the statements in this paragraph 12 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Code.
13. Irrevocable undertakings
Sidara has received irrevocable undertakings to vote in favour (or procure a
vote in favour) of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting from the Wood Directors in respect of their
own legal and beneficial shareholdings, representing approximately 0.209 per
cent. of the issued ordinary share capital of Wood as at 28 August 2025 (being
the last Business Day before the date of this Announcement).
Further details of these irrevocable undertakings, including the circumstances
in which they will cease to be binding, are set out in Appendix 3 to this
Announcement.
14. Financing of the Acquisition
The cash consideration payable to Scheme Shareholders pursuant to the terms of
the Acquisition will be financed through existing funds at Sidara.
Sidara has placed in escrow with Goldman Sachs Bank USA, London Branch,
pursuant to an escrow agreement dated 21 August 2025, the cash consideration
payable to Scheme Shareholders.
Goldman Sachs International and Greenhill, as financial advisers to Sidara and
Bidco, are satisfied that sufficient resources are available to Bidco to
satisfy in full the cash consideration payable to Scheme Shareholders pursuant
to the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
15. Offer‑related arrangements
Confidentiality Agreement
Sidara and Wood entered into the Confidentiality Agreement on 26 February 2025
pursuant to which each of Sidara and Wood has undertaken to keep certain
information relating to the Acquisition and to the other party confidential
and not to disclose such information to third parties (except to certain
permitted parties) for the purposes of evaluating the Acquisition, unless
required by law or regulation. The confidentiality obligations of each party
under the Confidentiality Agreement shall remain in place for a period of 24
months from the date of the Confidentiality Agreement, with certain
exceptions. The Confidentiality Agreement also contains customary non-solicit
and standstill provisions, in each case subject to customary carve-outs.
International Data Transfer Addendum
Wood and Sidara have entered into an International Data Transfer Addendum to
the EU Commission Standard Contractual Clauses dated 9 May 2025 in connection
with the possible sharing of certain personal data.
Clean Team Agreement
Wood and Sidara have entered into a Clean Team Agreement dated 3 March 2025
which sets out how confidential information that is competitively sensitive
can be disclosed, used or shared between Wood's clean team individuals and/or
external advisers retained by Wood and Sidara's clean team individuals and/or
external advisers retained by Sidara for the purposes of due diligence,
synergies evaluation, integration planning and regulatory clearance. Under the
terms of the Clean Team Agreement, such commercially sensitive information
must only be made available to the party receiving information through
designated persons removed from day-to-day commercial or strategic operations
and decisions and external professional advisers. The findings of such
designated persons and external advisers may only be relayed to other
employees, officers and directors of the receiving party in specified
circumstances and subject to certain restrictions.
Lender Clean Team Side Letter
Wood and Sidara have entered into a side letter to the Clean Team Agreement
dated 26 August 2025 which extends the provisions of the Clean Team Agreement
to any confidential information that is competitively sensitive that is
provided by Wood to Sidara pursuant to the terms of the Sidara Interim Funding
Agreement.
Confidentiality and Joint Defence Agreement
Wood, Sidara and their respective external legal counsels have entered into a
Confidentiality and Joint Defence Agreement dated 4 March 2025, the purpose of
which is to ensure that the exchange and/or disclosure of certain materials,
in particular those that relate to the antitrust and regulatory workstreams,
only takes place between their respective external legal counsels and external
regulatory experts, and does not diminish in any way the confidentiality of
such materials and does not result in a waiver of privilege, right or immunity
that might otherwise be available.
Co-operation Agreement
Pursuant to the Co-operation Agreement entered into between Sidara and Bidco
(the "Sidara Parties") and Wood:
· the Sidara Parties have agreed to take or cause to be
taken all required, necessary or advisable steps to, as promptly as reasonably
practicable, obtain the clearances and authorisations necessary to satisfy the
Antitrust Conditions and (subject to certain limited exceptions) the
Regulatory Conditions;
· the Sidara Parties have agreed to certain undertakings to
co-operate in relation to such clearances and authorisations; and
· Sidara agrees to procure the observance by Bidco of all
of its obligations, commitments and undertakings under the Sidara Interim
Funding Agreement.
The Co-operation Agreement can be terminated in certain circumstances,
including if: (i) the Sidara Parties and Wood so agree in writing; (ii) the
Wood Board withdraws, adversely modifies or adversely qualifies the
recommendation provided in this Announcement; (iii) the Wood Board announces
that it shall not convene the Court Meeting or the General Meeting or (in
certain circumstances) that it does not intend to publish the Scheme Document;
(iv) a competing proposal becomes effective or unconditional; (v) the
Acquisition, with the permission of the Panel (where required), is withdrawn,
terminated or lapses in accordance with its terms (subject to certain
exceptions); (vi) any Condition is invoked by Bidco prior to the Long Stop
Date (where such invocation has been permitted by the Panel); (vii) in certain
circumstances if the Scheme is not approved at the Court Meeting, the
Resolutions are not passed at the General Meeting, or the Court definitively
refuses to sanction the Scheme or to grant the Court Order at the Sanction
Hearing; or (viii) unless otherwise agreed by the parties in writing or
required by the Panel, the Effective Date has not occurred by the Long Stop
Date.
The Co-operation Agreement also records Wood's and Bidco's intentions to
implement the Acquisition by way of the Scheme, subject to Bidco having the
right to implement the Acquisition by way of a Takeover Offer in certain
circumstances.
Pursuant to the terms of the Co-operation Agreement, Bidco undertakes that,
where the Acquisition is being implemented by way of the Scheme, it will
deliver a notice in writing to Wood on the Business Day prior to the Sanction
Hearing confirming either: (i) the satisfaction or waiver of the Conditions
(other than the Conditions set out in paragraphs 1 and 2(c)(i) in Part 1 of
Appendix 1 to this Announcement); or (ii) (if permitted by the Panel) that it
intends to invoke one or more Conditions.
The Co-operation Agreement also contains provisions that shall apply in
respect of the Wood Share Plans and certain other arrangements regarding
employment matters and employee incentives.
Sidara Interim Funding Agreement
As set out in paragraph 8 above, Bidco and Wood have entered into the Sidara
Interim Funding Agreement pursuant to which Bidco will make available a
facility of $250 million to Wood following effectiveness of the Amendment and
Extension and approval of the Acquisition by the relevant Wood Shareholders.
Sidara Commitment Letter
As set out in paragraph 9 above, Sidara, Bidco and Wood have entered into the
Sidara Commitment Letter pursuant to which Bidco has committed to provide the
Sidara Post-Completion Funding.
16. Wood Share Plans
Participants in the Wood Share Plans shall be contacted regarding the effect
of the Acquisition on their rights under the Wood Share Plans and with the
details of the arrangements applicable to them.
17. Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The
purpose of the Scheme is to provide for Bidco to become the owner of the
entire issued and to be issued ordinary share capital of Wood. The Scheme is
an arrangement between Wood and the Scheme Shareholders and is subject to the
approval of the Court. The procedure involves, among other things, a petition
by Wood to the Court to sanction the Scheme. If the Scheme becomes Effective,
Scheme Shareholders will receive cash on the basis described in paragraph 1 of
this Announcement.
On the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and the General Meeting (and, if they attended and voted,
whether or not they voted in favour); and (ii) share certificates in respect
of Scheme Shares will cease to be of value and should be destroyed and
entitlements to Scheme Shares held within the CREST system will be cancelled.
The consideration payable under the Scheme will be despatched to Scheme
Shareholders by Bidco no later than 14 days after the Effective Date.
Any Wood Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolutions to be proposed at the General Meeting
will, among other matters, provide that the Wood Articles be amended to
incorporate provisions requiring any Wood Shares issued after the Scheme
Record Time (other than to Bidco or its nominee(s)) to be automatically
transferred to Bidco on the same terms as the Acquisition (other than terms as
to timings and formalities). The provisions of the Wood Articles (as amended)
will avoid any person (other than Bidco or its nominee(s)) holding ordinary
shares in the capital of Wood after the Effective Date.
In view of Wood's financial position, Sidara and Wood have agreed that the
Acquisition is subject to a number of conditions that are highly unusual for a
transaction that is subject to the Code.
In particular, 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 paragraphs 3(a), 3(b), 4(a), 5(a)(i) and 5(b) of Part 1
of Appendix 1 to this Announcement.
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.
In Wood's announcement of 14 April 2025, Sidara stated that its announcement
of any firm offer for Wood was subject to the satisfaction or waiver of
certain pre-conditions, including the publication of the Audited Accounts.
Wood's announcement of 25 August 2025 (which extended the date by which Sidara
was required either to announce a firm intention to make an offer for Wood or
to announce that it did not intend to make an offer) noted that the
pre-condition relating to the publication of the Audited Accounts was under
review by Sidara.
Notwithstanding that the Audited Accounts have not been published as at the
date of this Announcement, Sidara has agreed to proceed with the Acquisition,
subject to the Exceptional Conditions (among the other conditions in Appendix
1 to this Announcement) and subject also to the Panel Executive agreeing that
the Exceptional Conditions shall not be subject to Rule 13.5(a) of the Code.
Although the existence of the Exceptional Conditions, and the fact that the
Exceptional Conditions are not subject to Rule 13.5(a) of the Code, mean that
the announcement of the Acquisition does not bring with it the usual level of
certainty associated with the announcement of a transaction subject to the
Code, the Wood Directors believe that the Acquisition represents the best
option available to Wood's shareholders, lenders and wider stakeholders.
Wood's Auditor has not been involved in the negotiation of the Condition
relating to the Audited Accounts and has not given any consent or assurances
with regard to the satisfaction of that Condition. The Auditor will conduct
its audit of Wood's financial statements in accordance with the requirements
of the International Standards on Auditing and without regard to the
requirements of the Conditions to the Acquisition (save to the extent that the
Auditor is required to consider the Wood Board's assessment of the impact on
the financial statements of a failure to satisfy any of the Conditions). The
Condition relating to the Audited Accounts does not affect the scope of the
audit or the Auditor's responsibility in relation to the audit. The Auditor
does not accept or assume responsibility to anyone other than Wood and the
Wood Shareholders as a body for its Audit Opinion or any contents thereof.
Wood Shareholders' attention is specifically drawn to the Conditions (which
include the Exceptional Conditions) set out in Appendix 1 to this Announcement
and to Part 2 of Appendix 1, which explains the above position and the
implications of it in more detail.
In addition to the Exceptional Conditions, the Acquisition is subject to a
number of other Conditions and certain further terms set out in Appendix 1 to
this Announcement and to the full terms and conditions to be set out in the
Scheme Document including, among other things:
· a resolution to approve the Scheme is passed by a
majority in number representing not less than 75 per cent. in value of the
Scheme Shareholders (or the relevant class or classes thereof, if applicable)
in each case present, entitled to vote and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of such meeting;
· the Resolutions being passed by the requisite majority
of Wood Shareholders at the General Meeting (which will require the approval
of Wood Shareholders representing at least 75 per cent. of the votes cast at
the General Meeting either in person or by proxy);
· the receipt of certain antitrust and other regulatory
approvals as detailed in Appendix 1 to this Announcement;
· the sanction of the Scheme by the Court (with or
without modification, on terms agreed by Bidco and Wood);
· a copy of the Court Order being delivered to the
Registrar of Companies for registration;
· the FY24 Balance Sheet having not been subject to any
material adjustment as against the position shown in the Draft Balance Sheet
(save as a result of matters that have been Disclosed);
· certain amendments not having been made to, or waivers
agreed in respect of, any Amended Wood Debt Facility, any Lender Waiver, the
A&E Implementation Documents or the Lock Up Agreement without Sidara's
consent; and
· there being no enforcement of security or exercise of
set off rights in respect of any liabilities under the Amended Wood Debt
Facilities and/or any Other Facility.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and General Meeting, together
with Forms of Proxy, will be posted to Wood Shareholders within 28 days of the
date of this Announcement (unless a later date is agreed between Bidco, Wood
and the Panel). Subject to the satisfaction or waiver of all relevant
conditions, including the Conditions, and certain further terms set out in
Appendix 1 to this Announcement and to be set out in the Scheme Document, and
subject to the approval and availability of the Court, it is expected that the
Scheme will become Effective in the first half of 2026.
The Scheme will be governed by Scots law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange, the FCA, the
Listing Rules, the Court and the Registrar of Companies.
18. Dividends
If any dividend or other distribution is announced, declared, made or paid, or
becomes payable, in respect of Wood Shares on or after the date of this
Announcement and before the Effective Date, the cash consideration payable to
Scheme Shareholders pursuant to the terms of the Acquisition will be reduced
for each Wood Share by the amount of such dividend or other distribution. In
such circumstances, Wood Shareholders will be entitled to retain any such
dividend or other distribution and any reference in this Announcement to the
cash consideration payable to Scheme Shareholders pursuant to the terms of the
Acquisition will be deemed to be a reference to the cash consideration so
reduced.
19. Cancellation of admission to listing and re-registration as a
private company
Wood Shares have been temporarily suspended from listing and from trading on
the Main Market of the London Stock Exchange with effect from 7:30am on 1 May
2025 until its Audited Accounts are published. Following publication of its
Audited Accounts, Wood intends to request that the FCA restore the listing and
trading of Wood Shares.
It is intended that dealings in, and registration of transfers of, Wood Shares
will be suspended shortly before the Effective Date at a time to be set out in
the Scheme Document. It is further intended that applications will be made to
the London Stock Exchange to cancel trading in Wood Shares on the Main Market
of the London Stock Exchange and to the FCA to cancel the listing of Wood
Shares on the Official List, in each case with effect from or shortly
following the Effective Date.
It is expected that the last day of dealings in Wood Shares on the Main Market
of the London Stock Exchange is expected to be the Business Day immediately
prior to the Effective Date and no transfers will be registered after 6.00
p.m. (London time) on that date.
On the Effective Date, entitlements to Wood Shares held within the CREST
system will be cancelled, and share certificates in respect of Wood Shares
will cease to be valid.
It is also intended that, following the Effective Date, Wood will be
re-registered as a private limited company.
20. Interests in Wood Shares
As at close of business on 28 August 2025 (being the last Business Day before
the date of this Announcement):
(a) Neil Bruce, who is presumed to be acting in concert with
Sidara or Bidco under the Code, was the registered holder of 80 Wood Shares,
representing approximately 0.000012 per cent. of Wood's issued ordinary share
capital; and
(b) Emma Griffin, who is the close relative of Neil Bruce and
who is therefore presumed to be acting in concert with Sidara or Bidco under
the Code, was the registered holder of 3,602 Wood Shares, representing
approximately 0.00052 per cent. of Wood's issued ordinary share capital.
As at close of business on 28 August 2025 (being the last Business Day before
the date of this Announcement), save for: (i) the disclosures in this
paragraph 20; and (ii) the irrevocable undertakings referred to in paragraph
13 above, neither Sidara, Bidco, nor, so far as Sidara and Bidco are aware,
any person acting in concert with Sidara or Bidco for the purposes of the
Acquisition, had:
(A) any interest in, or right to subscribe for, any relevant
securities of Wood;
(B) any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any relevant
securities of Wood;
(C) procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of Wood;
or
(D) borrowed or lent, or entered into any financial collateral
arrangements or dealing arrangements in respect of, any relevant securities of
Wood.
21. Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to Wood Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are located.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Wood Shareholders who are in
any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. Wood Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
these have been despatched.
22. Documents available on websites
Copies of the following documents will be available promptly and no later than
12 noon on 1 September 2025 on Sidara's website at www.energy-pillar.com and
Wood's website at
https://www.woodplc.com/investors/pages/sidara-proposal-2025, respectively,
subject to certain restrictions relating to persons residing in Restricted
Jurisdictions until the end of the Offer Period:
(a) this Announcement;
(b) the irrevocable undertakings described in Appendix 3 to this
Announcement;
(c) the Clean Team Agreement;
(d) the Lender Clean Team Side Letter;
(e) the Confidentiality and Joint Defence Agreement;
(f) the Confidentiality Agreement;
(g) the Co-operation Agreement;
(h) the International Data Transfer Addendum;
(i) the Sidara Interim Funding Agreement;
(j) the Sidara Commitment Letter; and
(k) the consent letters from each of Europa Partners, Rothschild
& Co, J.P. Morgan Cazenove, Morgan Stanley, Goldman Sachs International
and Greenhill referred to in paragraph 24 below.
Neither the content of the websites referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
23. Reserving the right to proceed by way of a Takeover Offer
Subject to and in accordance with the terms of the Co-operation Agreement, and
subject to obtaining the consent of the Panel, Bidco reserves the right to
elect to implement the Acquisition by way of a Takeover Offer for the entire
issued and to be issued share capital of Wood not already held by Sidara as an
alternative to the Scheme.
In such event, the Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change in method of effecting
the Acquisition, including (without limitation) the inclusion of an acceptance
condition set at 90 per cent. of Wood Shares to which the Takeover Offer
relates (or such lesser percentage as Sidara may, subject to the Code and the
terms of the Co-operation Agreement, with the consent of the Panel, decide),
being in any case more than 50 per cent. of the voting rights normally
exercisable at a general meeting of Wood, including, for this purpose, any
such voting rights attaching to Wood Shares that are issued before the
Takeover Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights
or otherwise.
24. General
The Acquisition will be subject to the Conditions and other terms set out in
Appendix 1 to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. The Scheme Document will be despatched
to Wood Shareholders as soon as practicable and in any event within 28 days of
the date of this Announcement (unless a later date is agreed between Bidco,
Wood and the Panel). The Court Meeting and the General Meeting will not be
held until the Audited Accounts have been published.
In deciding whether or not to vote or procure votes to approve the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolutions
relating to the Scheme at the General Meeting in respect of their Wood Shares,
Wood Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document and Form of Proxy.
Each of Europa Partners, Rothschild & Co, J.P. Morgan Cazenove, Morgan
Stanley, Goldman Sachs International and Greenhill have given and not
withdrawn their consent to the publication of this Announcement with the
inclusion in this Announcement of the references to their names in the form
and context in which they appear.
The bases and sources for certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. Details of
undertakings received by Bidco and given by the Wood Directors are set out in
Appendix 3. The defined terms used in this Announcement are set out in
Appendix 4.
Enquiries
Sidara
Sidara and Bidco
Michael Helou, Chief Strategy Officer
Financial Advisers to Sidara
Goldman Sachs International +44 20 7774 1000
Nimesh Khiroya and Christopher Pilot
Greenhill +44 20 7198 7400
David Wyles and Dacre Barrett-Lennard
Communications Adviser to Sidara
Brunswick Group Advisory Ltd +44 20 7404 5959
Patrick Handley and Caroline Daniel
Wood
John Wood Group PLC +44 7850 978 741
Simon McGough, President, Investor Relations
Ken Gilmartin, Chief Executive Officer
Iain Torrens, Interim Chief Financial Officer
Joint Financial Advisers to Wood
Europa Partners +44 20 7451 4542
Jan Skarbek and David Fudge
Rothschild & Co +44 20 7280 5000
John Deans and Paul Duffy
Joint Financial Advisers and Joint Corporate Brokers to Wood
J.P. Morgan Cazenove +44 20 3493 8000
Richard Perelman and Charles Oakes
Morgan Stanley +44 20 7425 8000
Tom Perry and Alex Smart
PR Adviser to Wood
FTI Consulting +44 20 3727 1340
Alex Le May, Nick Hasell and Ariadna Peretz
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.
The person responsible for arranging the release of this Announcement on
behalf of Wood is John Habgood, Group General Counsel and Company Secretary.
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.
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.
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.
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.
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.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
The Acquisition will be subject to the terms and conditions set out in this
Appendix and in the Scheme Document.
PART 1
CONDITIONS TO THE ACQUISITION
1. The Acquisition will be conditional on the Scheme becoming
unconditional and becoming Effective, subject to the Code, by no later than
11.59 p.m. (London time) on the Long Stop Date.
2. Scheme Approval
The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number
representing not less than 75 per cent. in value of the Scheme Shareholders
who are on the register of members of Wood at the Voting Record Time (or the
relevant class or classes thereof, if applicable), in each case present,
entitled to vote and voting, either in person or by proxy, at the Court
Meeting or at any separate class meeting which may be required by the Court
(as applicable) or at any adjournment of any such meeting; and
(ii) the Court Meeting and any separate class meeting which may
be required by the Court (or any adjournment of any such meeting) being held
on or before 7 January 2026 (or such later date (if any) as Sidara and Wood
may agree and, if required, the Court may allow);
(b) (i) the Resolutions being duly passed by the
requisite majority or majorities at the General Meeting (or at any adjournment
thereof); and
(ii) the General Meeting being held on or before 7 January 2026
(or such later date (if any) as Sidara and Wood may agree and, if required,
the Court may allow);
(c) (i) the sanction of the Scheme by the Court
with or without modification (but subject to any such modification being
acceptable to Bidco and Wood) and the delivery of a copy of the Court Order to
the Registrar of Companies for registration; and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date (if any) as Bidco and Wood may
agree and, if required, the Court may allow).
In addition, Sidara and Wood have agreed that, subject as stated in Part 2
below and to the requirements of the Panel, the Acquisition will be
conditional on the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
3. Audited Accounts
(a) On or before 31 October 2025 (or such later date as Sidara
and Wood, each in their sole discretion, may agree in writing), Wood having
made available on its website, or having announced publication via regulatory
information service of, the Audited Accounts;
(b) the Audit Opinion not being the subject of any Modified
Opinion in relation to the FY24 Balance Sheet (notwithstanding whether the
Audit Opinion contains any Modified Opinion, material uncertainty, limitation
of scope or emphasis of matter in relation to any other aspect of the Audited
Accounts (in each case, including but not limited to, the preparation of the
Audited Accounts on a going concern basis)); and
(c) the Draft Accounts having been prepared on a basis
consistent with the Audited Accounts and the FY24 Balance Sheet having not
been subject to any material adjustment as against the position shown in the
Draft Balance Sheet as a result of matters that have not been Disclosed.
4. Amended Wood Debt Facilities
(a) 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) of, and no acceleration having taken place in respect
of, any Amended Wood Debt Facility with an outstanding principal amount of
US$20,000,000 or higher; and
(b) no amendment having been made to, nor waiver agreed in
respect of, any Amended Wood Debt Facility which has the effect of increasing
pricing or altering repayment terms, tenor or the nature or scope of the
guarantee and/or security granted in respect thereof by any member of the Wood
Group, without Sidara's prior written consent.
5. Existing Wood Facilities are amended and extended
(a) Until the A&E Effective Date, there having been no:
(i) termination of the Lock Up Agreement, the A&E
Implementation Deed and/or any Lender Waiver (to the extent such Lender Waiver
is not incorporated into a Lock Up Agreement);
(ii) amendment to, or waiver agreed in respect of, any Lender
Waiver without Sidara's prior written consent; or
(iii) amendment to, or waiver agreed in respect of, the Lock Up
Agreement or the A&E Implementation Documents, which has the effect of
increasing pricing or altering repayment terms, tenor or the nature or scope
of the guarantee and/or security granted in respect thereof by any member of
the Wood Group, without Sidara's prior written consent; and
(b) the A&E Effective Date having occurred on or before 31
December 2025 (or such later date as Sidara and Wood, each in their sole
discretion, may agree in writing).
6. No Security Enforcement
There being no enforcement of the security granted in connection with the
Amended Wood Debt Facilities and/or any Other Facility, and no exercise of set
off rights (other than any set off not constituting an Enforcement Action (as
defined in the Intercreditor Agreement)) in respect of any liabilities under
the Amended Wood Debt Facilities and/or any Other Facility, by one or more of
the Secured Parties entitled to do so under the terms of the Intercreditor
Agreement.
7. Antitrust
The Acquisition will be conditional upon the following Antitrust Conditions:
Angola
(a) the approval, whether unconditional or conditional, of the Acquisition
by the Angolan Competition Regulatory Authority, as required under Law 5/18 of
10 May 2018.
Australia
(b) one of the following having occurred:
(i) Sidara receives written notice in a form that satisfies
the requirements of section 189(2)(a)(ii) of the Competition and Consumer Act
2010 (Cth) ("CCA") from the Australian Competition and Consumer Commission
("ACCC") between the date of this Announcement and 31 December 2025 indicating
or confirming that the ACCC does not intend to conduct a public review, or
does not intend to take action, intervene in or seek to prevent the
Acquisition in relation to a contravention or possible contravention of
section 50 of the CCA; or
(ii) after this Announcement, notification of the Acquisition
has been finally considered in a way that satisfies the requirements of
section 51ABF of the CCA and the Acquisition is not stayed having regard to
section 51ABE of the CCA; or
(iii) in the event that the ACCC makes a determination that the
Acquisition must not be put into effect, Sidara having made an application
under section 100C(1) of the CCA for review of the ACCC's determination by the
Australian Competition Tribunal, a determination is made by the Australian
Competition Tribunal under section 100N(1)(a) of the CCA that the Acquisition
may be put into effect,
in each case either unconditionally or subject to conditions.
Botswana
(c) the approval, whether conditional or unconditional, of the Acquisition
by the Botswana Competition and Consumer Authority, as required under the
Botswana Competition Act 4 of 2018.
Canada
(d) Sidara having filed, or caused to be filed, with the Commissioner of
Competition appointed under subsection 7(1) of the Competition Act (Canada) or
any person designated to act on behalf of the Commissioner of Competition
(collectively, the "Commissioner") a request for an advance ruling certificate
pursuant to section 102 of the Competition Act (Canada) and Sidara and Wood
having filed, or caused to be filed, with the Commissioner their respective
complete pre-merger notification forms pursuant to subsection 114(1) of the
Competition Act (Canada), and any of the following having occurred:
(i) the Commissioner having issued (and not rescinded or
amended) an advance ruling certificate under subsection 102(1) of the
Competition Act (Canada) in respect of the Acquisition; or
(ii) the applicable waiting period under section 123 of the
Competition Act (Canada) having expired or been terminated by the Commissioner
or the obligation to make a pre-merger notification filing under Part IX of
the Competition Act (Canada) having been waived by the Commissioner pursuant
to section 113(c) of the Competition Act (Canada),
in both cases either unconditionally or subject to conditions.
Egypt
(e) satisfaction of the mandatory pre-closing filing requirements of the
Egyptian Competition Law no.3 of 2005, as amended, where the Acquisition meets
the relevant threshold and/or requirements set out thereunder in the last
certified consolidated financial statement, and the issuance by the Egyptian
Competition authority of the necessary clearances (whether conditionally or
unconditionally).
Kuwait
(f) to the extent required, the Kuwait Competition Protection Agency
having issued a final written approval for the implementation of the
Acquisition, whether such approval is issued unconditionally or if the
approval imposes any obligations or requirements as a condition for such
approval being issued.
Saudi Arabia
(g) all necessary consents, approvals, waivers or clearances of the General
Authority for Competition of the Kingdom of Saudi Arabia under any applicable
merger control laws in the Kingdom of Saudi Arabia (from time to time in
force) having been obtained with or without conditions, or such mandatory
waiting and other necessary time periods (including extensions thereof), if
any, having expired, lapsed or otherwise been terminated.
South Africa
(h) the approval, whether conditional or unconditional, of the Acquisition
by the South African Competition Commission, as required under the Competition
Act 89 of 1998 (as amended).
Turkey
(i) in relation to Turkey, any of the following having occurred: (i) the
Turkish Competition Board having issued a decision pursuant to the Law on the
Protection of Competition (Law No. 4054 dated 13 December 1994 as amended from
time to time) (the "Turkish Competition Law") and the Communiqué Concerning
the Mergers and Acquisitions Calling for the Authorisation of the Competition
Board (Communiqué No. 2010/4) (as amended) approving the Acquisition with or
without conditions; or (ii) the statutory waiting period of 30 days specified
in Article 10 of the Turkish Competition Law having expired without the
Turkish Competition Authority responding or taking any action in relation to
the Acquisition.
United Arab Emirates
(j) all necessary consents, approvals, waivers, exemptions or clearances
of the Competition Department of the Ministry of Economy of the United Arab
Emirates under any applicable merger control laws in the United Arab Emirates
(from time to time in force) having been obtained with or without conditions,
or such mandatory waiting and other necessary time periods (including
extensions thereof), if any, having expired, lapsed or otherwise been
terminated.
United States
(k) insofar as the Acquisition constitutes, or is deemed to constitute, a
notifiable acquisition under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder, and
any successor to such statute, rules, or regulations (the "HSR Act"), the
waiting period applicable to the consummation of the Acquisition under the HSR
Act having expired or terminated, and any voluntary agreement between Sidara
and/or Wood and the U.S. Federal Trade Commission or the U.S. Department of
Justice pursuant to which Sidara and/or Wood has agreed not to consummate the
Acquisition for any period of time is no longer in effect.
8. Regulatory
The Acquisition will be conditional upon the following Regulatory Conditions:
Canada
(a) Sidara having submitted a notification under section 12 of the
Investment Canada Act relating to the Acquisition to the Canadian Director of
Investments and either of the following having occurred:
(i) more than 45 days having elapsed from the date on which
the notification with respect to the Acquisition sent by Sidara to the
Director of Investments is certified complete pursuant to subsection 13(1) of
the Investment Canada Act (or after the next day which is not considered a
holiday under the Interpretation Act (Canada) following this 45-day period, if
such 45-day period elapses on a day considered a holiday under the
Interpretation Act (Canada)) without Sidara having received a notice from the
Minister of Innovation, Science and Industry or his or her designate providing
notice to Sidara under subsection 25.2(1) of the Investment Canada Act or
indicating that an order has been made under 25.3(1) of the Investment Canada
Act within the prescribed periods; or
(ii) if Sidara has received a notice under subsection 25.2(1) or
an order under subsection 25.3(2) of the Investment Canada Act within the
prescribed periods, Sidara having subsequently received (i) a notice referred
to in sections 25.2(2)(a) or (b) of the Investment Canada Act, (ii) a notice
referred to in section 25.3(3)(a) of the Investment Canada Act or (iii) a copy
of an order under section 25.4(1)(b) authorising the Acquisition,
in each case either unconditionally or subject to conditions.
United Kingdom
(b) a notification relating to the Acquisition having been made and accepted
under the National Security and Investment Act 2021 (the "NSI Act"), and the
Secretary of State responsible for decisions under the NSI Act in the Cabinet
Office or in any other such government department as may be the case from time
to time, having either: (i) notified Sidara that no further action will be
taken in relation to the Acquisition, or (ii) if the Secretary of State issues
a call-in in relation to the Acquisition pursuant to sections 1(1) and
14(8)(b) of the NSI Act; either the Secretary of State giving a final
notification pursuant to section 26(1)(b) of the NSI Act confirming that no
further action will be taken in relation to the call-in notice and the
Acquisition under the NSI Act; or the Secretary of State making a final order
pursuant to section 26(1)(a) of the NSI Act permitting the Acquisition to
proceed either conditionally or unconditionally.
United States
(c) the parties having jointly submitted a written notice under Subpart E
of 31 C.F.R. Part 800 in respect of the Acquisition to the Committee on
Foreign Investment in the United States ("CFIUS") and either of the following
having occurred (the "CFIUS Clearance"):
(i) CFIUS having issued written notice to the parties that (a)
CFIUS has concluded that the Acquisition is not a "covered transaction"
subject to review under Section 721 of the Defense Production Act of 1950, as
amended, including all implementing regulations thereof (the "DPA"), or (b)
CFIUS has concluded all action under the DPA with respect to the Acquisition,
and determined that there are no unresolved national security concerns with
respect to the Acquisition; or
(ii) CFIUS having sent a report regarding the Acquisition to the
President of the United States (the "President"), and either (a) the period
under the DPA during which the President must announce a decision to take
action to suspend or prohibit the Acquisition has expired without any such
action being announced or taken, or (b) the President has announced a decision
not to take any action to suspend or prohibit the Acquisition.
(d) either of the following having occurred:
(i) the parties having received written confirmation from the
U.S. Department of Defense's Defense Counterintelligence and Security Agency
("DCSA"), in accordance with the National Industrial Security Program
Operating Manual as codified in 32 C.F.R Part 117, that any foreign ownership,
control or influence ("FOCI") resulting from the Acquisition can be mitigated
such that the facility security clearance maintained by Wood Programs Inc will
remain valid following the Acquisition; or
(ii) CFIUS Clearance shall have been obtained and DCSA shall not
have indicated any objection to the form of FOCI mitigation under which Wood
Programs Inc is operating at the time CFIUS Clearance is obtained
(e) to the extent required under relevant foreign direct investment laws,
regulation or executive orders in Ireland, Romania and Spain, any of the
following having occurred: the Relevant Authority having authorised the
Acquisition, including by issuing a decision, declaration or other notice of
approval (or having been deemed to issue such approval), whether conditional
or unconditional, or having declined to open any or a further review,
investigation or inquiry or confirming no further questions in relation to the
Acquisition, or by the expiry of any relevant waiting or review periods or
having confirmed that the Acquisition does not meet the legal criteria for
mandatory investigation.
9. General Third Party clearances
(a) The waiver (or non-exercise within any applicable time
limits) by any Relevant Authority or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Wood Group taken as a whole) arising as a result of or in
connection with the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control or management of, Wood by Sidara
or any member of the Wider Sidara Group.
(b) Other than in respect of or in connection with the
Conditions set out in paragraph 7 (Antitrust) and 8 (Regulatory), all
necessary filings or applications having been made in connection with the
Acquisition and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Acquisition or the
acquisition by any member of the Wider Sidara Group of any shares or other
securities in, or control of, Wood and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals reasonably deemed necessary or
appropriate by Sidara or any member of the Wider Sidara Group for or in
respect of the Acquisition including without limitation, its implementation
and financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, Wood or any member of the Wider Wood Group
by any member of the Wider Sidara Group having been obtained in terms and in a
form reasonably satisfactory to Sidara from all appropriate Third Parties or
persons with whom any member of the Wider Wood Group has entered into
contractual arrangements and all such material authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals necessary or appropriate to carry on the
business of any member of the Wider Wood Group which are material in the
context of the Sidara Group or the Wood Group as a whole or for or in respect
of the Acquisition, including (without limitation) its implementation or
financing remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with.
(c) No Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or having enacted, made or proposed any statute,
regulation, decision or order, or change to published practice or having taken
any other steps, and there not continuing to be outstanding any statute,
regulation, decision or order, which in each case would or might reasonably be
expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider Sidara Group or any member of the Wider Wood Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own (or in the case of the Wider Sidara
Group businesses, control or manage) any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider Sidara Group or the Wider Wood Group in either case taken
as a whole;
(ii) require, prevent or materially delay, or materially alter
the terms envisaged for, any divestiture by any member of the Wider Sidara
Group of any shares or other securities in Wood;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Sidara Group directly or
indirectly to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Wood Group or the Wider Sidara Group to exercise
voting or management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Sidara Group or of any member of the
Wider Wood Group to an extent which is material in the context of the Wider
Sidara Group or the Wider Wood Group in either case taken as a whole;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Bidco or any member of the Wider Sidara
Group of any shares or other securities in, or control of Wood void, illegal,
and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit or delay the
same, or impose additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;
(vi) require (save as envisaged in the Acquisition or sections 974
to 991 (inclusive) of the Companies Act) any member of the Wider Sidara Group
or the Wider Wood Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Wood Group or the Wider
Sidara Group owned by any third party; or
(vii) impose any limitation on the ability of any member of the
Wider Sidara Group to integrate or co-ordinate its business, or any part of
it, with the businesses or any part of the businesses of any other member of
the Wider Wood Group which is adverse to and material in the context of the
Wider Wood Group or the Wider Sidara Group, in each case taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Wood Shares
having expired, lapsed or been terminated.
10. Certain matters arising as a result of any arrangement,
agreement, etc.
Except as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Wood
Group is a party or by or to which any such member or any of its assets are or
may be bound, entitled or subject, which, in each case as a consequence of the
Acquisition or the proposed acquisition of any shares or other securities (or
equivalent) in Wood or because of a change in the control or management of
Wood or otherwise, would or would reasonably be expected to result in (in each
case to an extent which is or would be material and adverse in the context of
the Wider Wood Group):
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
onerous obligation or liability arising or any adverse action being taken or
arising thereunder;
(c) any assets or interests of any such member being or failing
to be disposed of or charged or ceasing to be available to any such member or
any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any such member
other than in the ordinary course of business;
(d) other than in the ordinary course of business, the creation
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property, assets or interest of any such
member or any such mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable;
(e) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(h) the creation or acceleration of any material liability,
actual or contingent, by any such member (including any material tax liability
or any obligation to obtain or acquire any material authorisation, notice,
waiver, concession, agreement or exemption from any Third Party or any person)
other than trade creditors or other liabilities incurred in the ordinary
course of business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Wood Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
paragraphs (a) to (h) of this Condition to an extent which is material and
adverse in the context of the Wider Wood Group taken as a whole.
11. Certain events occurring since Last Accounts Date
Except as Disclosed, no member of the Wider Wood Group having, since the Last
Accounts Date:
(a) save as between Wood and wholly owned subsidiaries of Wood
or for Wood Shares issued under or pursuant to the exercise of options and
vesting of awards granted under or in connection with the Wood Share Plans in
the ordinary course, issued or agreed to issue, authorised or proposed the
issue of additional shares of any class;
(b) save as between Wood and wholly owned subsidiaries of Wood
for the grant of options and awards and other rights under or in connection
with the Scheme Shares in the ordinary course, issued, or agreed to issue,
authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(c) other than to another member of the Wider Wood Group, sold
(or agreed to transfer or sell) any treasury shares;
(d) other than to another member of the Wood Group, before
completion of the Acquisition, recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise;
(e) save for intra-Wood Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business and, in each case, to the extent which
is material in the context of the Wider Wood Group taken as a whole;
(f) save for intra-Wood Group transactions, made or authorised
or proposed or announced an intention to propose any material change in its
loan capital to an extent which is material and adverse in the context of the
Wider Wood Group taken as a whole;
(g) save for intra-Wood Group transactions or in the ordinary
course of business, issued, authorised or proposed the issue of, or made any
change in or to, any debentures, incurred or increased any indebtedness or
become subject to any liability (actual or contingent) which is material in
the context of the Wider Wood Group taken as a whole;
(h) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in -paragraph (a) or (b) above,
made any other change to any part of its share capital, in each case, to the
extent which is material in the context of the Wider Wood Group taken as a
whole;
(i) except for intra-Wood Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
and to an extent which is material and adverse in the context of the Wider
Wood Group taken as a whole;
(j) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long-term, onerous or unusual nature or magnitude or which is or is
reasonably likely to be restrictive on the businesses of any member of the
Wider Wood Group or the Wider Sidara Group or which involves an obligation of
such a nature or magnitude or which is other than in the ordinary course of
business and which, in any such case, has a material adverse effect on the
Wider Wood Group taken as a whole;
(k) been unable, or admitted in writing that it is unable, to
pay its debts as they fall due or having stopped or suspended (or threatened
to stop or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business which, in any such
case, is material in the context of the Wider Wood Group taken as a whole;
(l) taken any corporate action or steps or had any legal
proceedings started or threatened against it in relation to the suspension of
payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, manager, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction or
had any such person appointed to the extent which is material in the context
of the Wider Wood Group taken as a whole;
(m) commenced negotiations with any of its creditors or taken any
step with a view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement with any of
its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise to the extent which is material
and adverse in the context of the Wider Wood Group taken as a whole;
(n) waived, settled or compromised any claim (otherwise than in
the ordinary course of business), which is material in the context of the
Wider Wood Group taken as a whole;
(o) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude
or which is reasonably likely to involve an obligation of such nature or
magnitude (save in the ordinary course of business); or
(ii) is likely to materially restrict the business of any member
of the Wider Wood Group other than of a nature and to an extent which is
normal in the context of the business concerned,
and, in either case, which is or would reasonably be expected to be material
and adverse in the context of the Wider Wood Group taken as a whole;
(p) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition and which is
material in the context of the Wider Wood Group taken as a whole;
(q) other than in connection with the Scheme, made any
alteration to its constitutional documents which is material in the context of
the Acquisition;
(r) made or agreed or consented to any material change to:
(i) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Wood Group for its directors,
employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, which has an effect that is material in the context of the Wider
Wood Group taken as a whole;
(s) proposed, agreed to provide or modified the terms of any of
the Wood Share Plans or other benefit constituting a material change relating
to the employment or termination of employment of a material category of
persons employed by the Wider Wood Group or which constitutes a material
change to the terms or conditions of employment of any Senior Employee of the
Wider Wood Group, save in accordance with the terms of the Acquisition or as
agreed by the Panel (if required) and by Bidco;
(t) other than with the consent of Sidara, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Wood Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code; or
(u) entered into or varied in a material way the terms of any
contract, agreement or arrangement with any of its directors or senior
executives of any member of the Wider Wood Group which is material and adverse
in the context of the Wood Group as a whole.
12. No adverse change, litigation or regulatory enquiry
Except as Disclosed, since the Last Accounts Date:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Wood Group which, in any
such case, is material in the context of the Wider Wood Group taken as a
whole;
(b) other than as a result of or in connection with the
Acquisition, no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Wood Group is or may become
a party (whether as a plaintiff, defendant or otherwise) and no enquiry or
investigation by any Third Party against or in respect of any member of the
Wider Wood Group having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of the Wider
Wood Group which in any such case has had or might reasonably be expected to
have a material adverse effect on the Wider Wood Group taken as a whole or in
the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Wood Group having arisen or become apparent to Bidco or materially increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider Wood Group, taken as a whole or in the context of the
Acquisition;
(d) other than as a result of or in connection with the
Acquisition, no enquiry or investigation by, or complaint or reference to, any
Third Party having been threatened, announced, implemented, instituted by or
remaining outstanding against or in respect of any member of the Wider Wood
Group which in any case would reasonably be expected to have an adverse effect
that is material in the context of the Wider Wood Group taken as a whole;
(e) no member of the Wider Wood Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Wood Group taken as a whole; and
(f) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Wood Group which is necessary for the proper
carrying on of its business.
13. No discovery of certain matters
(a) Except as Disclosed, Sidara not having discovered:
(i) that any financial, business or other information
concerning the Wider Wood Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Wood Group is
materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading and which
was not subsequently corrected before the date of this Announcement by
disclosure either publicly or otherwise to Sidara or its professional
advisers, in each case, to the extent which is material in the context of the
Wider Wood Group taken as a whole;
(ii) that any member of the Wider Wood Group is subject to any
liability (actual or contingent) which is not disclosed in the annual report
and accounts of Wood for the financial year ended 31 December 2023, in each
case, which is material in the context of the Wider Wood Group taken as a
whole;
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Wood Group
and which is material in the context of the Wider Wood Group taken as a whole;
(iv) that any past or present member of the Wider Wood Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Wood Group and which is material in the context of the
Wider Wood Group taken as a whole;
(v) that there is, or is likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Wood Group to make good, remediate, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider Wood Group (or on its behalf) or by any person for which a member of
the Wider Wood Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider Wood Group taken
as a whole; or
(vi) circumstances exist (whether as a result of the making of the
Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Sidara Group or
any present or past member of the Wider Wood Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Wood Group (or on its behalf) or by any
person for which a member of the Wider Wood Group is or has been responsible,
or in which any such member may have or previously have had or be deemed to
have had an interest which is material in the context of the Wider Wood Group
taken as a whole; or
(vii) circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider Wood Group
where such claim or claims would be likely to materially and adversely affect
any member of the Wider Wood Group and which is material in the context of the
Wider Wood Group taken as a whole.
14. Anti-corruption, economic sanctions, criminal property and
money laundering
Save as Disclosed, Sidara not having discovered that:
(a) (i) any past or present member, director, officer or
employee of the Wider Wood Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks; or (ii) any person that performs or has performed services for or
on behalf of the Wider Wood Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption legislation or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks;
(b) any asset of any member of the Wider Wood Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule or regulation concerning money laundering
or proceeds of crime or any member of the Wider Wood Group is found to have
engaged in activities constituting money laundering under any applicable law,
rule or regulation concerning money laundering, to an extent which is material
in the context of the Wider Wood Group;
(c) any past or present member, director, officer or employee of
the Wood Group, or any other person for whom any such person may be liable or
responsible, is or has engaged in any conduct which would violate applicable
economic sanctions or dealt with, made any investments in, made any funds or
assets available to or received any funds or assets from: (i) any government,
entity or individual in respect of which U.S., UK or European Union persons,
or persons operating in those territories, are prohibited from engaging in
activities or doing business, or from receiving or making available funds or
economic resources, by U.S., UK or European Union laws or regulations,
including the economic sanctions administered by the United States Office of
Foreign Assets Control, or HMRC; or (ii) any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the U.S., the
UK, the European Union or any of its member states;
(d) any past or present member, director, officer or employee of
the Wider Wood Group, or any other person for whom any such person may be
liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any Relevant Authority or found to have violated
any applicable law, rule or regulation concerning government contracting or
public procurement; or
(e) any member of the Wider Wood Group is or has been engaged in
any transaction which would cause Bidco or Sidara to be in breach of any law
or regulation upon its acquisition of Wood, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HMRC in the UK, or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the European Union or any
other Relevant Authority.
PART 2
WAIVER AND INVOCATION OF THE CONDITIONS
1. Subject to the requirements of the Panel in accordance with the Code,
Bidco reserves the right in its sole discretion to waive, in whole or in part,
all or any of the Conditions in Part 1 of this Appendix 1, except for
Conditions 1 (Conditions To The Acquisition), 2 (Scheme Approval), 3(a) and
3(b) (Audited Accounts), 4(a) (Amended Wood Debt Facilities), 5(a)(i) and 5(b)
(Existing Wood Facilities are amended and extended) which in each case cannot
be waived and which, if not satisfied, will automatically cause the
Acquisition to lapse. The deadlines in any of Conditions 2(a)(ii), 2(b)(ii)
and 2(c)(ii) (Scheme Approval), 3(a) (Audited Accounts) and 5(b) (Existing
Wood Facilities are amended and extended) may be extended to such later date
as Wood and Bidco may agree (with the Panel's consent and approval of the
Court, if such consent and/or approval is required). If any of Conditions 1
(Conditions To The Acquisition), 2(a)(ii), 2(b)(ii) or 2(c)(ii) (Scheme
Approval), 3(a) (Audited Accounts) or 5(b) (Existing Wood Facilities are
amended and extended) is not satisfied by the relevant deadline specified in
the relevant Condition, Bidco shall make an announcement by 8.00 a.m. (London
Time) on the Business Day following such deadline confirming whether: (i)
Bidco has extended the relevant deadline; (ii) subject to paragraph 3 below,
it has invoked, or sought the consent of the Panel to invoke, the relevant
Condition (if such Condition is subject to Rule 13.5(a) of the Code), or (iii)
the Acquisition has automatically lapsed (if the Condition is not subject to
Rule 13.5(a) of the Code).
2. Bidco shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as satisfied any of the
Conditions 1 (Conditions To The Acquisition) to 14 (Anti-corruption, economic
sanctions, criminal property and money laundering) (inclusive) by a date or
time earlier than the latest date and time specified above for the fulfilment
of the relevant Condition notwithstanding that the other Conditions to the
Acquisition may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code, Bidco may
only invoke a Condition so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn with the consent of the Panel. The Panel will
normally only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
4. Each of Conditions 1 (Conditions To The Acquisition), 2 (Scheme
Approval), 3(a) and 3(b) (Audited Accounts), 4(a) (Amended Wood Debt
Facilities) and 5(a)(i) and 5(b) (Existing Wood Facilities are amended and
extended) (and any Takeover Offer acceptance condition adopted on the basis
specified in Part 3 of this Appendix 1) will not be subject to Rule 13.5(a) of
the Code. If any of the above Conditions is not satisfied, the Acquisition
will automatically lapse.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived
by Bidco. Each of Conditions 1 (Conditions To The Acquisition), 2 (Scheme
Approval), 3(a) and 3(b) (Audited Accounts), 4(a) (Amended Wood Debt
Facilities) and 5(a)(i) and 5(b) (Existing Wood Facilities are amended and
extended) cannot be waived by either Bidco or Wood and the Acquisition will
automatically lapse if any of these Conditions is not satisfied.
6. The Acquisition will not become Effective unless the Conditions have
been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Bidco to be or remain satisfied by no
later than the Long Stop Date.
7. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
PART 3
IMPLEMENTATION BY WAY OF TAKEOVER OFFER
1. Subject to obtaining the consent of the Panel and where
permitted pursuant to the terms of the Co-operation Agreement (while the
Co-operation Agreement is continuing), Bidco reserves the right to elect to
implement the Acquisition by way of a Takeover Offer as an alternative to the
Scheme. In such event, such Takeover Offer will be implemented on the same
terms and conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in method of
effecting the Takeover Offer, including (without limitation), with the consent
of the Panel, the inclusion of an acceptance condition set at 90 per cent. of
Wood Shares to which the Takeover Offer relates, (or such lesser percentage as
may be agreed after consultation with the Panel (if necessary)), being in any
case more than 50 per cent. of the voting rights normally exercisable at a
general meeting of Wood, and provided that such acceptance condition shall not
be capable of being satisfied until all other conditions have been satisfied
or waived.
PART 4
CERTAIN FURTHER TERMS OF THE ACQUISITION
1. If Bidco is required by the Panel to make an offer for Wood
Shares under a mandatory offer for Wood under Rule 9 of the Code, Bidco may
make such alterations to the above Conditions as are necessary to comply with
Rule 9 of the Code.
2. The availability of the Acquisition to persons not resident
in the UK may be affected by the laws of the relevant jurisdiction. Persons
who are not resident in the UK should inform themselves about, and observe,
any applicable requirements. Wood Shareholders who are in any doubt about such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay and observe any applicable requirements.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
3. Wood Shares will be acquired by Bidco fully paid and free
from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever.
4. If any dividend, other distribution or return of capital is
announced, declared, made, payable or paid in respect of Wood Shares on or
after the date of this Announcement and before the Effective Date, Note 4(b)
on Rule 2.5 of the Code applies and Bidco will be required to reduce the
consideration payable in respect of each Wood Share by the amount of all or
part of any such dividend, other distribution or return of capital, in which
case any reference in this Announcement to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. If Bidco makes such a reduction in respect of a dividend, other
distribution or return of capital, Wood Shareholders will be entitled to
receive and retain that dividend, other distribution or return of capital. Any
reduction of the consideration payable under the terms of the Acquisition by
Sidara and/or Bidco shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.
5. The Scheme and the Forms of Proxy will be governed by Scots
law and be subject to the jurisdiction of the Court. This Announcement has
been prepared in accordance with and for the purpose of complying with English
and Scots law. The Acquisition will also be subject to the Conditions and
further terms set out in this Announcement and to be set out in the Scheme
Document and such further terms as may be required to comply with the Listing
Rules and the provisions of the Code. The Acquisition and the Scheme will
comply with the applicable requirements of the FCA, the London Stock Exchange
and the Court, as well as with the Panel and the Code. This Announcement does
not constitute, or form part of, an offer or invitation to purchase Wood
Shares or any other securities.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. As at close of business on 28 August 2025 (being the last
Business Day before the date of this Announcement):
(a) Wood had 691,839,369 ordinary shares in issue; and
(a) Neil Bruce, who is presumed to be acting in concert with
Sidara or Bidco under the Code, was the registered holder of 80 Wood Shares;
and
(b) Emma Griffin, who is the close relative of Neil Bruce and
who is therefore presumed to be acting in concert with Sidara or Bidco under
the Code, was the registered holder of 3,602 Wood Shares,
giving a total number of 691,835,687 Wood Shares that are not owned by Bidco
or a person acting in concert with Sidara or Bidco.
2. Wood does not hold any shares in treasury.
3. The Acquisition value of approximately £216 million
attributable to the entire issued and to be issued ordinary share capital of
Wood has been calculated based on 30 pence per Wood Share and:
(a) 691,839,369 Wood Shares referred to in paragraph 1 above;
and
(b) a maximum of 27,536,226 Wood Shares which may be issued on
or after the date of this Announcement on the exercise of outstanding options
or vesting of outstanding awards under the Wood Share Plans,
in each case as at the last Business Day before the date of this Announcement.
4. Unless otherwise stated, all prices for Wood Shares have
been derived from data provided by Bloomberg and represent Closing Prices on
the relevant date(s).
5. Unless otherwise stated, the balance sheet and income
statement financial information relating to Wood is extracted from the Annual
Report and Financial Statements of Wood for the year ended 31 December 2023.
6. Certain figures included in this Announcement have been
subject to rounding adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Wood Directors
The following Wood Directors have given irrevocable undertakings in respect of
their own beneficial holdings of Wood Shares (or those Wood Shares over which
they have control) to vote (or procure a vote) in favour of the resolutions
relating to the Acquisition at the Wood Meetings or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept (or procure
the acceptance of) such Takeover Offer:
Name Total Number of Percentage of issued ordinary share capital (%)
Wood Shares
Roy Franklin 74,000 0.011
Ken Gilmartin 1,302,741 0.188
Iain Torrens 0 0
Adrian Marsh 27,000 0.004
Birgitte Madsen 20,000 0.003
Brenda Reichelderfer 15,000 0.002
Nigel Mills 7,341 0.001
Paul O'Donnell 0 0
Total 1,446,082 0.209
The obligations of the Wood Directors under the irrevocable undertakings given
by them shall lapse and cease to have effect on and from the earlier of the
following occurrences:
(a) Sidara and/or Bidco publicly announces, with the consent of
the Panel, that it does not intend to proceed with the Acquisition;
(b) immediately if the Scheme Document is not published within
28 days of the date of this Announcement (unless a later date is agreed
between Bidco, Wood and the Panel);
(c) the Acquisition lapses, is withdrawn or otherwise terminates
in accordance with its terms; or
(d) if any competing offer for Wood becomes or is declared
wholly unconditional or, if proceeding by way of a Scheme, becomes effective.
Appendix 4
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"A&E Effective Date" the date on which the Existing Wood Facilities have been amended and restated
and amended and extended and all the conditions in connection with such
amendment and restatement and amendment and extension have been fulfilled or
waived in accordance with their terms and the amendment and restatement and
amendment and extension of the Existing Wood Facilities have each been
implemented and become effective
"A&E Implementation Deed" the agreed form implementation deed appended to the Lock Up Agreement in
respect of the Amended and Restated Existing Wood Facilities, including all
schedules, appendices and exhibits thereto
"A&E Implementation Documents" the A&E Implementation Deed and any other documents required to implement
the Amended and Restated Existing Wood Facilities
"Acquisition" the proposed cash acquisition by Bidco of the entire issued and to be issued
ordinary share capital of Wood (other than Wood Shares already held by Sidara,
if any) by way of the Scheme (or should Bidco so elect and subject to the
terms of the Co-operation Agreement and the consent of the Panel, by means of
a Takeover Offer) and, where the context admits, any subsequent revision,
variation, extension or renewal thereof
"Amended and Restated Existing Wood Facilities" the Existing Wood Facilities as amended and restated pursuant to the A&E
Implementation Documents
"Amended Wood Debt Facilities" the Interim Facility, the New Money Facility, the Existing Guarantee Facility
and at any point before the A&E Effective Date, the Existing Wood
Facilities and on and from the A&E Effective Date, the Amended and
Restated Existing Wood Facilities (and "Amended Wood Debt Facility" shall mean
any one of them)
"Amendment and Extension" has the meaning given to it in paragraph 2 of this Announcement
"Announcement" this announcement
"Antitrust Conditions" the antitrust conditions set out in Part 1 of Appendix 1 to this Announcement
"Audited Accounts" the statutory audited consolidated accounts of the Wood Group for FY24,
prepared in accordance with Part 15 of the Companies Act, approved by Wood's
directors and audited in accordance with the Companies Act
"Audit Opinion" the report of the Auditor to the members of Wood in respect of the Audited
Accounts
"Auditor" KPMG LLP, as the independent auditor of Wood
"Bidco" Sidara Limited, a company incorporated in the United Kingdom with registered
number 15594421
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which banks in
London are open for normal business
"Clean Team Agreement" the clean team confidentiality agreement entered into between Wood and Sidara
dated 3 March 2025, as described in paragraph 15 of this Announcement
"Closing Price" the closing middle market price of a Wood Share as derived from Bloomberg on
any particular date
"Code" the City Code on Takeovers and Mergers issued by the Panel, as amended from
time to time
"Committed Debt Lock-Up Agreement" the lock-up agreement entered into on or about the date of this Announcement
between Wood, John Wood Group Holdings Limited and certain lenders under the
Existing Wood RCF and the Existing Wood Term Loan and certain holders of the
Existing Wood USPPs
"Companies Act" the UK Companies Act 2006
"Condition(s)" the conditions of the Acquisition, as set out in Part 1 of Appendix 1 to this
Announcement and to be set out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement dated 26 February 2025 between Sidara and Wood,
as described in paragraph 15 of this Announcement
"Confidentiality and Joint Defence Agreement" the confidentiality and joint defence agreement dated 4 March 2025 between
Wood, Sidara and their respective legal advisers, as described in paragraph 15
of this Announcement
"Co-operation Agreement" the co-operation agreement dated 29 August 2025 between Wood and Bidco as
described in paragraph 15 of this Announcement
"Court" the Court of Session at Parliament House, Parliament Square, Edinburgh, EH1
1RQ
"Court Meeting" the meeting or meetings of Wood Shareholders (or any class or classes thereof)
to be convened by an order of the Court pursuant to section 896 of the
Companies Act, notice of which will be set out in the Scheme Document, for the
purposes of considering and, if thought fit, approving the Scheme (with or
without amendment) and any adjournment, postponement or reconvening thereof
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities of a party to an offer under the Code
"Disclosed" the information which has been: (a) fairly disclosed by or on behalf of Wood,
in writing on or before 25 August 2025 to Bidco, Sidara (or any of their
respective officers, employees, agents or advisors in their capacity as such)
or Bidco's or Sidara's professional advisers (in their capacity as such in
relation to the Acquisition), including, without limitation, in the virtual
data room operated by or on behalf of Wood in respect of the Acquisition on or
before 25 August 2025; (b) disclosed by or on behalf of Wood in the Annual
Report and Financial Statements of Wood for the year ended 31 December 2023;
(c) disclosed by or on behalf of Wood in this Announcement; (d) disclosed in
any other announcement made by or on behalf of Wood via a Regulatory
Information Service after 20 August 2024 and before the date of this
Announcement; or (e) otherwise fairly disclosed by or on behalf of Wood: (i)
in the case of the Condition set out in paragraph 3(c) of Appendix 1 to this
Announcement, during the management due diligence sessions from and including
15 July 2025 to 27 August 2025 held specifically in relation to the Draft
Accounts (or earlier versions thereof) between Sidara and/or PwC, on the one
hand, and the Wood Interim Chief Financial Officer and/or a member of Wood
group finance on the other; and (ii) in the case of all other Conditions,
during any management due diligence sessions in respect of the Acquisition
prior to the date of this Announcement
"Draft Accounts" the draft statutory consolidated accounts of the Wood Group for FY24, the
provision of which to Sidara was approved by the Wood Board on 25 August 2025
and which were provided by Wood to Sidara on 25 August 2025
"Draft Balance Sheet" the draft statutory consolidated balance sheet of the Wood Group for FY24
comprised in the Draft Accounts
"DTRs" the Disclosure Guidance and Transparency Rules made by the FCA under FSMA and
contained in the FCA's publication of the same name, as amended from time to
time
"Effective" in the context of the Acquisition: (a) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective in accordance with its
terms; or (b) if the Acquisition is implemented by way of the Takeover Offer,
the Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Code
"Effective Date" the date on which the Acquisition becomes Effective
"Enlarged Group" the enlarged group following the Acquisition comprising the Sidara Group and
the Wood Group
"Europa Partners" Europa Partners Limited
"Eurozone" the Member States of the European Union that have adopted the euro as their
common currency and sole legal tender
"Excluded Shares" any Wood Shares:
(i) legally registered in the name of, or beneficially owned
by, Bidco or any other member of the Sidara Group; and
(ii) held by Wood in treasury,
in each case, immediately prior to the Scheme Record Time
"Existing Bilateral Facilities" (i) the guarantee facility dated 12 February 2009 between a member of the Wood
Group and First Abu Dhabi Bank PJSC (as amended or amended and restated from
time to time); (ii) the loan facility dated 12 September 2024 between a member
of the Wood Group and Australia and New Zealand Banking Group (PNG) Limited
(as amended or amended and restated from time to time); and (iii) the
guarantee facility letter dated 16 September 2005 between a member of the Wood
Group and National Bank of Kuwait (International) PLC (as amended or amended
and restated from time to time)
"Existing Guarantee Facility" each 'Guarantee Facility' (as defined in the Lock Up Agreement)
"Existing Wood Facilities" the Existing Wood RCF, Existing Wood Term Loan and Existing Wood USPPs
"Existing Wood RCF" the $1.2 billion unsecured revolving facility agreement dated 20 October 2021
(as amended or amended and restated from time to time)
"Existing Wood Term Loan" the $200 million unsecured term facility dated 4 December 2023 (as amended or
amended and restated from time to time)
"Existing Wood USPPs" each outstanding series of US private placement notes issued by Wood in 2014,
2018 and 2019 (as amended or amended and restated from time to time)
"FCA" the Financial Conduct Authority of the United Kingdom or its successor from
time to time
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which shall accompany the Scheme Document
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time
"FY24" the twelve-month period ended 31 December 2024
"FY24 Balance Sheet" the balances as at 31 December 2024 set out on the face of the balance sheet
comprised in the Audited Accounts (but excluding any financial information
relating to any prior year period as may be presented alongside such balances)
"General Meeting" the general meeting of Wood Shareholders to be convened in connection with the
Scheme for the purpose of considering and, if thought fit, approving, the
Resolutions in relation to the Acquisition, notice of which shall be contained
in the Scheme Document and any adjournment, postponement or reconvening
thereof
"Goldman Sachs International" Goldman Sachs International
"Greenhill" Greenhill & Co. International LLP
"HMRC" HM Revenue and Customs
"IFRS" International Accounting Standards, International Financial Reporting
Standards
"Independent Review" an independent review to be performed by Deloitte, focusing on reported
positions in Projects, accounting, governance and controls
"Intercreditor Agreement" the intercreditor agreement to be entered into by, amongst others, Wood and
the creditors under the Amended Wood Debt Facilities, as amended and/or
amended and restated from time to time
"Interim Facility" the interim facility, available to be drawn by Wood in cash, as a bridge
through to the shareholder vote in respect of the Acquisition
"International Data Transfer Addendum" has the meaning given to it in paragraph 15 of this Announcement
"J.P. Morgan Cazenove" J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove
"Last Accounts Date" 31 December 2023
"Lender Clean Team Side Letter" the side letter to the Clean Team Agreement entered into between Wood and
Sidara dated 26 August 2025, as described in paragraph 15 of this Announcement
"Lender Waiver" any waiver of claims granted by any lender under any of the Existing Wood
Facilities, the Existing Guarantee Facility and the Existing Bilateral
Facilities in favour of Wood in respect of the matters set out in clauses 7.4
to 7.13 (inclusive) of the Committed Debt Lock-Up Agreement, irrespective of
whether any such waiver is entered into within the Lock Up Agreement or
otherwise
"Listing Rules" the listing rules made under FSMA by the FCA and contained in the FCA's
publication of the same name, as amended from time to time
"Lock Up Agreement" the lock-up agreements entered into by, amongst others, Wood and the
Participating Creditors in connection with the Amendment and Extension, as
amended and/or amended and restated from time to time
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 18 months after the date of this Announcement or such later date (if any) as
Bidco and Wood may agree, with the consent of the Panel, and the Court may
approve (if such consent and/or approval is/are required)
"Modified Opinion" any adverse opinion, qualification of opinion or disclaimer of opinion
"Morgan Stanley" Morgan Stanley & Co. International plc
"New Money Facility" the new committed $200 million term loan facility, with any amounts
outstanding under the Interim Facility to roll into this term loan facility,
to fund cash collateral requirements of the Wood Group
"Offer Period" the offer period (as defined by the Code) relating to Wood, which commenced on
24 February 2025
"Official List" the official list maintained by the FCA pursuant to Part 6 of FSMA
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Code containing details on interests
or short positions in, or rights to subscribe for, any relevant securities of
a party to an offer under the Code
"Other Facility" any loan facility made available to any member of the Wood Group, other than
the Amended Wood Debt Facilities, in connection with which security is granted
on or around the A&E Effective Date in accordance with, and in respect of
which the lender is subject to, the Intercreditor Agreement
"Overseas Shareholders" Wood Shareholders who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Participating Creditors" the lenders under the Existing Wood Facilities, including each of their
transferees, assignees and successors, who is a party to or has acceded to the
Lock Up Agreement
"Registrar of Companies" the registrar of companies, as described in section 1060 of the Companies Act
2006
"Regulatory Conditions" the regulatory conditions set out in Part 1 of Appendix 1 to this Announcement
"Relevant Authority" any central bank, ministry, governmental, quasigovernmental, supranational
(including the European Union), statutory, regulatory or investigative body,
or agency or authority exercising antitrust or competition or merger control,
foreign investment or national security or foreign subsidies review in any
relevant national, federal, state, local, or other jurisdiction, including for
the avoidance of doubt, the Panel, and "Relevant Authorities" means all of
them
"relevant securities" shall be construed in accordance with the Code
"Resolutions" the resolutions proposed to be passed at the General Meeting in connection
with the implementation of the Scheme including, without limitation, a
resolution to amend the Articles by the adoption and inclusion of a new
article under which any Wood Shares issued or transferred after the Scheme
Record Time (other than to Sidara and/or its nominees) shall be automatically
transferred to Bidco (or as it may direct) (and, where applicable, for
consideration to be paid to the transferee or to the original recipient of the
Wood Shares so transferred or issued) on the same terms as the Acquisition
(other than terms as to timings and formalities)
"Restricted Jurisdiction(s)" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Wood Shareholders in that
jurisdiction
"Rothschild & Co" N.M. Rothschild & Sons Limited
"Sanction Hearing" the hearing of the Court at which Wood will seek an order to sanction the
Scheme pursuant to Part 26 of the Companies Act, including any adjournment,
postponement or reconvening thereof
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Wood and the holders of the Scheme Shares in connection with the Acquisition,
with or subject to any modification, addition or condition approved or imposed
by the Court and agreed by Wood and Sidara
"Scheme Document" the document to be sent to Wood Shareholders and persons with information
rights containing, among other things, the Scheme, the full terms and
conditions of the Scheme and notices convening the Wood Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. (London time) on the Business Day immediately following the Sanction
Hearing or such other time as Wood and Bidco may agree
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" Wood Shares:
(i) in issue as at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and
before the Voting Record Time; and
(iii) (if any) issued on or after the Voting Record Time and
before the Scheme Record Time, either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the holders thereof shall have agreed in writing to be bound by the Scheme,
in each case, which remain in issue at the Scheme Record Time and in each case
other than the Excluded Shares
"SEC" the United States Securities and Exchange Commission
"Secured Parties" the lenders and purchasers (as applicable), from time to time, under the
Amended Wood Debt Facilities and the Other Facilities (as applicable) which
benefit from transaction security subject to the terms of the Intercreditor
Agreement
"Senior Employee" a member of the Wood Group Executive Leadership Team
"SFO" Serious Fraud Office of the United Kingdom
"Sidara Group" Sidara, Bidco and each of their respective subsidiary undertakings and
associated undertakings from time to time
"Sidara Interim Funding" the $250 million term loan facility to be made available to Wood pursuant to
the Sidara Interim Funding Agreement
"Sidara Interim Funding Agreement" has the meaning given to it in paragraph 8 of this Announcement
"Takeover Offer" if (with the consent of the Panel and subject to and in accordance with the
terms of the Co-operation Agreement), Bidco elects to effect the Acquisition
by way of a takeover offer (as defined in Chapter 3 of Part 28 of the
Companies Act), the offer to be made by or on behalf of Bidco to acquire the
entire issued and to be issued ordinary share capital of Wood on the terms and
subject to the conditions to be set out in the related offer document and,
where the context permits, any subsequent revision, variation, extension or
renewal of such takeover offer
"Third Party" has the meaning given in Condition 9(a) (General Third Party clearances) in
Appendix 1 to this Announcement
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Market Abuse Regulation" Regulation (EU) No. 596/2014 as it forms part of the laws of the United
Kingdom from time to time
"U.S." or "United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"Wider Sidara Group" Sidara Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Sidara and all such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent
"Wider Wood Group" Wood Group and associated undertakings and any other body corporate,
partnership, joint venture or person in which Wood and all such undertakings
(aggregating their interests) have an interest of more than 30 per cent. of
the voting or equity capital or the equivalent
"Wood" or the "Company" John Wood Group PLC, a company incorporated in Scotland with registered number
SC036219
"Wood Articles" the articles of association of Wood from time to time
"Wood Directors", "Wood Board" or "Board of Wood" the directors of Wood as at the date of this Announcement or, where the
context so requires, the directors of Wood from time to time
"Wood Group" Wood and its subsidiaries and subsidiary undertakings
"Wood Meetings" the Court Meeting and the General Meeting
"Wood Share Plans" the Wood Annual Bonus Plan, Wood Discretionary Share Plan, Wood Employee Share
Plan, Wood Long-Term Plan and Wood Share Incentive Plan, each as amended from
time to time
"Wood Shareholders" registered holders of Wood Shares from time to time
"Wood Shares" the ordinary shares of 4.2857 pence each in the capital of Wood but excluding
any such shares held or which become held in treasury
"£", "pence" or "GBP" the lawful currency of the United Kingdom from time to time
"$" or "USD" the lawful currency of the United States from time to time
In this Announcement: (a) "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them in the Companies Act; (b) all times are London times, unless otherwise
stated; and (c) unless the context otherwise requires, words in the singular
include the plural and vice versa.
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AnnouncementREG - Takeover Panel - Disclosure Table
AnnouncementREG - Takeover Panel - Disclosure Table
Announcement