REG - Wood Group (John)PLC - Notice of AGM and Directorate Changes

John WoodAnnouncement

23/05/2025 12:00

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RNS Number : 8635J  Wood Group (John) PLC  23 May 2025

Notice of AGM and Directorate Changes

23 May 2025

 

Background

In November 2024, John Wood Group PLC ('Wood' or 'the Company') announced that
it had commissioned Deloitte to conduct an independent review (the 'Review')
following the exceptional charges recorded at the HY24 results.

 

The overall draft findings of the Review were published on 31 March 2025 and
the Review is now complete, with no additional factual findings.

 

Announcement of Annual General Meeting ('AGM')

Wood has today published on its website
(woodplc.com/investors/annual-general-meeting) the notice of its 2025 Annual
General Meeting which will be held on 18 June 2025. Formal notice of the
meeting is being sent to shareholders today.

 

As previously announced, given the timing and complexity of the Review, more
extensive work has been required to progress the preparation of the FY24
annual report and accounts and information for audit. As such, publication of
these results is delayed.

 

Wood is continuing to work with its auditor to deliver the FY24 accounts at
the earliest opportunity and will update on the timing in due course but the
FY24 accounts will not be ready to lay before shareholders before 30 June
2025.

 

Accordingly, the Company intends to convene its 2025 AGM on 18 June 2025,
prior to the publication of the FY24 accounts, in order to meet its legal
requirement to hold an AGM by 30 June 2025 and to conduct other items of
business. As soon as the FY24 accounts are available, Wood will request a
restoration of the listing and trading of its shares and will, as soon as is
practicable, hold a further shareholder meeting at which those accounts will
be laid(1).

 

AGM resolutions and governance planning

Under the Company's Articles, all directors are required to stand for election
or re-election annually.

 

All directors intend to stand for election or re-election at the 18 June 2025
AGM with the exception of David Lockwood, Catherine Michel and Sue Steele who,
whilst fully supportive of Wood and its strategy, have decided not to stand
for re-election as non-executive directors. In the case of David Lockwood and
Catherine Michel, this decision has been reached mutually with the Company on
the basis of each party's legal advice in light of the exceptional time
commitments demanded by the Company's current position and, in the case of Sue
Steele, due to retirement.

 

The Chairman, Roy Franklin, will stand for re-election but intends to step
down from the Wood board as soon as there is greater clarity regarding Wood's
future direction.

 

The size and composition of the Board, including the balance of skills,
continues to be assessed to ensure it meets Wood's requirements.

 

Update on Independent Review remediation

As noted in our 31 March announcement, actions had been taken prior to receipt
of the full findings of the Review, in particular around changes in key roles
in Finance. We continue to progress the detailed remediation and governance
plan to support the process around the FY24 financial statements and to
continue to strengthen Wood's financial culture, governance and controls.

 

The plan is sponsored by the Chief Financial Officer with the full support of
the Executive Leadership Team. Oversight of the plan is the responsibility of
the Chair of the Audit, Risk and Ethics Committee, with external support
appointed.

 

The plan addresses the specific issues arising out of the Review and will
ensure increased resilience generally across the Company, in particular:

·      Culture, including training and development, at leadership level,
focussing on tone from the top, and in particular within Finance

·      Governance improvements at leadership level and within Finance

·      Improvements to internal systems, controls and risk maturity
within Projects and more widely

·      We will provide further updates on the plan as appropriate

 

Sidara

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(2) 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.

 

As announced on 15 May 2025, 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.

 

There is no certainty that an offer will be made by Sidara even if the
pre-conditions are satisfied or waived.

 

Engagement with lenders and noteholders

As announced on 30 April 2025, Wood obtained temporary retrospective waivers,
initially valid to

30 April and then extended to 30 June 2025, under its committed debt
facilities.

 

Wood remains in constructive dialogue with its lenders and noteholders in
relation to certain debt terms modifications under our committed debt
facilities as well as the liquidity arrangements proposed in connection with
Sidara's Possible Offer. The debt terms modifications and liquidity
arrangements are more fully described in the Company's announcement of 14
April 2025

 

 

For further information:

Simon McGough, President, Investor Relations
            +44 (0)7850 978 741

Alex Le May / Ariadna Peretz / Nick Hasell, FTI Consulting           +44
(0)20 3727 1340

 

Notes

1.    In compliance with Listing Rule 6.4.1R of the UK Financial Conduct
Authority's ('FCA') Listing Rules, the following documents will be submitted
to the FCA and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism: (1) Notice of Annual
General Meeting 2025; and (2) Form of Proxy 2025.

2.    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.

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