REG - Wood Group (John)PLC - Extension of PUSU deadline

John WoodAnnouncement

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RNS Number : 4869M  Wood Group (John) PLC  11 June 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 OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS ARE
SATISFIED OR WAIVED

FOR IMMEDIATE RELEASE

12 June 2025

John Wood Group PLC ("Wood" or the "Company")

Extension of PUSU deadline

On 14 April 2025, Wood announced that it had received a holistic non-binding
conditional proposal from Sidara, including a possible offer of 35
pence(1) in cash per Wood share to acquire the entire issued and to be issued
share capital of the Company (the "Possible Offer"), and that, should Sidara
make a firm offer for Wood under Rule 2.7 of the Code on the terms of the
Possible Offer, the Board of Wood would be minded to recommend such an offer
to Wood's shareholders, subject to agreement of full terms and conditions.

The Board of Wood is continuing to work with Sidara in relation to the
pre-conditions to the Possible Offer set out in that announcement. In
particular,

·      Wood and Sidara are continuing to engage with Wood's lenders and
noteholders in relation to both the Debt Modifications and the Sidara
Liquidity Arrangements (as defined in that announcement); and

·      Wood is continuing to work with its auditor towards the
publication of Wood's audited accounts for the financial year ended 31
December 2024.

The Board of Wood has therefore requested, and the Panel has consented to, an
extension to the date by which Sidara is required either to announce a firm
intention to make an offer for Wood in accordance with Rule 2.7 of the Code or
to announce that it does not intend to make an offer, in which case the
announcement would be treated as a statement to which Rule 2.8 of the Code
applies. Such announcement must now be made by not later than 5.00pm on 30
June 2025. This deadline can be further extended with the agreement of the
Board of Wood and the consent of the Panel in accordance with Rule 2.6(c) of
the Code.

Further announcements will be made in due course. In the meantime,
shareholders are not required to take any action in relation to the Possible
Offer.

There continues to be no certainty that an offer will be made by Sidara even
if the pre-conditions to the Possible Offer are satisfied or waived. This
announcement is being made with the consent of Sidara.

The person responsible for arranging the release of this announcement on
behalf of Wood is John Habgood, Company Secretary.

 

Enquiries

 Wood

 Simon McGough, President, Investor Relations   07850 978 741
 FTI Consulting (PR Adviser)                    020 3727 1340

 Alex Le May, Nick Hasell, Ariadna Peretz

 

Notes

1. The Possible Offer is subject to a number of pre-conditions, as set out in
Wood's announcement of 14 April 2025. The Possible Offer is also subject to a
number of reservations, including under which Sidara can make an offer on less
favourable terms, as further described in Wood's announcement of 14 April
2025.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. 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.

 

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.woodplc.com by no later than 12 noon (London
time) on the business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

 

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Wood who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Wood who are not
resident in the United Kingdom will need to inform themselves about, and
observe any applicable requirements. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdiction.

 

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