REG - Wood Group (John)PLC - Further statement re possible offer

John WoodAnnouncement

15/05/2024 15:30

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RNS Number : 6018O  Wood Group (John) PLC  15 May 2024

FOR IMMEDIATE RELEASE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT 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
OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 

15 May 2024

 

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

 

Further statement re possible offer

 

On 8 May 2024, the Board of Wood (the "Board") announced it had unanimously
rejected an unsolicited, preliminary and conditional proposal from Dar
Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara"), regarding
a possible cash offer to acquire the entire issued and to be issued ordinary
share capital of Wood (the "Initial Proposal").

 

On 14 May 2024 Sidara submitted a further proposal for a cash offer (the
"Latest Proposal") to the Board, which proposed an offer price of 212 pence
per Wood share, representing an increase of approximately 3% to the Initial
Proposal. The Board carefully considered the Latest Proposal, together with
its financial advisers, and concluded that it continued to fundamentally
undervalue Wood and its future prospects. Accordingly, the Board unanimously
rejected the Latest Proposal on 15 May 2024.

 

There can be no certainty either that an offer will be made or as to the terms
on which any offer might be made. Further announcements will be made as
appropriate.

 

Any offer for Wood is governed by the Code. Under Rule 2.6(a) of the Code,
Sidara must, by not later than 5.00 p.m. on 5 June 2024, either announce a
firm intention to make an offer for Wood in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.

 

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

 

This announcement has been made without the consent of Sidara.

 

- Ends -

 For further information:

 Wood
 Simon McGough, President, Investor Relations                          07850 978 741
                                                                       020 3493 8000

 J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker)
 Richard Perelman
 James Robinson
 Charles Oakes

 Morgan Stanley (Joint Financial Adviser and Corporate Broker)         020 7425 8000
 Tom Perry
 Matthew Jarman
 Alex Smart

 FTI Consulting (PR Adviser)                                           020 3727 1340
 Alex Le May
 Nick Hasell
 Ariadna Peretz

 

About Wood:

Wood is a global leader in consulting and engineering, delivering solutions to
critical challenges in energy and materials markets. We provide consulting,
projects, and operations solutions in more than 60 countries, employing over
35,000 people. www.Woodplc.com

Important notices

This announcement is not intended to, and does not, constitute or form part of
any offer, 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, whether pursuant to
this announcement or otherwise.

 

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

 

Disclaimer

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 matters set out in this
Announcement 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 Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority 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 or any other matter
referred to herein.

 

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
(BST) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (BST) 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(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 pm (BST) 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.

 

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on the website www.Woodplc.com no later than 12 noon (BST) on
the business day immediately 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.

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