REG-Wood Group (John)PLC: Form 8 (DD) - John Wood Group PLC <Origin Href="QuoteRef">WG.L</Origin>
02/10/2017 11:06
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
1. KEY INFORMATION
(a) Full name of discloser: ROBIN WATSON
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree JOHN WOOD GROUP PLC
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) DIRECTOR OF OFFEROR – JOHN WOOD GROUP PLC
(e) Date dealing undertaken: 29 SEPTEMBER 2017
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security: ORDINARY SHARES OF 4 2/7 PENCE EACH
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 198,153 0.05171 N/A N/A
(2) Cash-settled derivatives: N/A N/A N/A N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: N/A N/A N/A N/A
TOTAL: 198,153 0.05171 N/A N/A
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including
directors’ and other employee options)
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 140,523 ordinary shares (representing 0.04% of John Wood Group PLC’s issued share capital) awarded 20 March 2017 under the Long-Term Plan for the performance period 2017 to 2019 and vesting, subject to performance conditions, no earlier than February 2022
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 18,709 ordinary shares (representing 0.005% of John Wood Group PLC’s issued share capital) awarded 20 March 2017 under the Annual Bonus Plan 2016 and vesting no earlier than March 2019
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 1,870 ordinary shares (representing 0.0005% of John Wood Group PLC’s issued share capital) awarded 1 March 2016 under the Long-Term Plan for the performance period 2013 to 2015 and vesting 1 March 2018
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 3,556 ordinary shares (representing 0.005% of John Wood Group PLC’s issued share capital) awarded 1 March 2017 under the Long-Term Plan for the performance period 2014 to 2016 and vesting at the ratio of 80%:20% 1 March 2017 and 1 March 2019
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 19,287 ordinary shares (representing 0.005% of John Wood Group PLC’s issued share capital) awarded 1 March 2016 under the Annual Bonus Plan 2015 and vesting 1 March 2018
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 118,048 ordinary shares (representing 0.03% of John Wood Group PLC’s issued share capital) awarded 1 March 2015 under the Long-Term Plan for the performance period 2015 to 2017 and vesting, subject to performance conditions, at the ratio of 80%:20% 1 March 2018 and 1 March 2020
Class of relevant security in relation to which subscription right exists: ORDINARY SHARES OF 4 2/7 PENCE EACH
Details, including nature of the rights concerned and relevant percentages: Nil cost share options over 154,593 ordinary shares (representing 0.04% of John Wood Group PLC’s issued share capital) awarded 1 March 2016 under the Long-Term Plan for the performance period 2016 to 2018 and vesting, subject to performance conditions, at the ratio of 80%:20% 1 March 2019 and 1 March 2021
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
ORDINARY SHARES OF 4 2/7 PENCE EACH Purchase 2,385 £6.86
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser
Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of relevant security Product description e.g. CFD Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type e.g. American, European etc. Expiry date Option money paid/ received per unit
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description e.g. call option Exercising/ exercised against Number of securities Exercise price per unit
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing e.g. subscription, conversion Details Price per unit (if applicable)
N/A N/A N/A N/A
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”
N/A
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”
N/A
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 2 OCTOBER 2017
Contact name: LORRAINE SPROULE
Telephone number: +44 (0) 1224 851000
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel’s Market Surveillance Unit is available for consultation in
relation to the Code’s dealing disclosure requirements on +44 (0)20 7638
0129.
The Code can be viewed on the Panel’s website at
www.thetakeoverpanel.org.uk.
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