REG - Wood Group (John)PLC - PUBLICATION OF THE SCHEME DOCUMENT

John WoodAnnouncement

11/09/2025 07:00

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RNS Number : 8502Y  Wood Group (John) PLC  11 September 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

 

FOR IMMEDIATE RELEASE

 

11 September
2025

 

RECOMMENDED CASH ACQUISITION

 

OF

 

JOHN WOOD GROUP PLC ("WOOD" OR THE "COMPANY")

 

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

 

PUBLICATION OF THE SCHEME DOCUMENT

 

On 29 August 2025, the boards of directors of Wood and Sidara announced that
they had reached agreement on the terms and conditions of a recommended cash
acquisition of the entire issued, and to be issued, ordinary share capital of
Wood (the "Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as defined below).
All references to times in this announcement are to London, United Kingdom
times unless stated otherwise.

Publication of the Scheme Document

Wood announces that a circular in relation to the Scheme (the "Scheme
Document") has been published today, setting out, among other things, a letter
from the Chair of Wood, an explanatory statement pursuant to section 897 of
the Companies Act, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Wood Shareholders.

The Scheme Document will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions and Sanctioned
Shareholders, on Wood's website at
www.woodplc.com/investors/pages/sidara-proposal-2025
(http://www.woodplc.com/investors/pages/sidara-proposal-2025) and Sidara's
website at www.energy-pillar.com (http://www.energy-pillar.com) promptly and
in any event by no later than 12 noon on 12 September 2025.

Hard copies of the Scheme Document (or, depending on Wood Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and General Meeting will be sent to Wood Shareholders today, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions and Sanctioned Shareholders.

As Wood's Audited Accounts have not been published as at the date of the
Scheme Document, it has not been possible to incorporate the Audited Accounts
and the H1 2025 Interim Results into the Scheme Document by reference.
Following publication of the Audited Accounts and the H1 2025 Interim Results,
and at least 14 days prior to the Meetings, Wood will publish and post to Wood
Shareholders a supplementary circular (the "Supplementary Circular") and which
will incorporate by reference the Audited Accounts and the H1 2025 Interim
Results. This Supplementary Circular will be published on Wood's website at
www.woodplc.com/investors/pages/sidara-proposal-2025
(http://www.woodplc.com/investors/pages/sidara-proposal-2025) and Sidara's
website at www.energy-pillar.com (http://www.energy-pillar.com) .

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) Wood Shareholders vote in favour of the Special Resolutions to be
proposed at the General Meeting.

The approval required at the Court Meeting (or at any adjournment or
postponement of such meeting) for approval of the Scheme is a majority in
number of those Scheme Shareholders present and voting (and entitled to vote),
in person or by proxy, at the Court Meeting representing not less than 75 per
cent. in value of the Scheme Shares voted by such Scheme Shareholders. The
approval required at the General Meeting (or at any adjournment or
postponement of such meeting) for the Special Resolutions to be passed is at
least 75 per cent. of the votes cast (in person or by proxy).

Notices convening the Court Meeting and General Meeting to be held at Sir Ian
Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE,
United Kingdom at 10.30 a.m. and 10.45 a.m. (or as soon thereafter as the
Court Meeting concludes or is adjourned) on 12 November 2025, respectively,
are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Wood Shareholders before the relevant Meeting, through
Wood's website https://www.woodplc.com/investors
(https://www.woodplc.com/investors/) and by announcement through a Regulatory
Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders.

Scheme Shareholders and Wood Shareholders (save for any Sanctioned
Shareholders) are therefore strongly encouraged to submit proxy appointments
and instructions for the Court Meeting and the General Meeting as soon as
possible and, in any event, so that the proxy appointment and instructions are
received by Equiniti Limited ("Equiniti") no later than 48 hours (excluding
any part of such 48-hour period falling on a non-working day) before the time
fixed for the relevant Meeting or any adjournment thereof. Further details on
the deadlines for appointing proxies are set out in the Appendix to this
announcement and in the Scheme Document.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the Exceptional Conditions,
together with the approval of the requisite majority of Scheme Shareholders at
the Court Meeting and the requisite majority of Wood Shareholders at the
General Meeting. The Scheme is also subject to the satisfaction (or, where
applicable, waiver) of the other Conditions (including the sanction of the
Court) and further terms, as described more fully in the Scheme Document.

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.

The Wood Directors consider that the terms of the Acquisition (including the
Scheme and the actions contemplated by the Special Resolutions) are in the
best interests of Wood Shareholders as a whole. Accordingly, the Wood
Directors unanimously recommend that the Scheme Shareholders vote in favour of
the Scheme at the Court Meeting and Wood Shareholders vote in favour of the
Special Resolutions to be proposed at the General Meeting, as the Wood
Directors have irrevocably undertaken to do in respect of their legal and
beneficial shareholdings amounting, in aggregate, to 1,446,082 Wood Shares
(representing approximately 0.209 per cent. of the existing issued ordinary
share capital of Wood) as at the Latest Practicable Date.

Wood Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Additional information for Wood Shareholders

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete and return the Forms of Proxy or to submit your proxies
electronically or online, please contact Wood's Registrars, Equiniti, by
calling the Shareholder Helpline on +44 333-207-6535. Lines are open between
8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England
and Wales). Calls from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from mobile
telephones. Please note that calls may be monitored or recorded and Equiniti
cannot provide advice on the merits of the Acquisition or the Scheme or give
any financial, legal or tax advice. In addition to the helpline provided by
Equiniti, Wood has engaged Georgeson to provide assistance to any Wood
Shareholders who have questions about the procedure for voting their Wood
Shares. Georgeson can be contacted at the following email address:
woodgroup@georgeson.com (mailto:woodgroup@georgeson.com) .

A copy of the Scheme Document will be submitted to the National Storage
Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in Wood Shares on the Main Market of the London Stock Exchange
will be the business date following the Court Sanction Hearing, such that no
transfers of Wood Shares will be registered after 6.00 p.m. on that date
(other than the registration of the transfer of the Wood Shares to Sidara
pursuant to the Scheme). Following this, all of the Wood Shares will be
suspended from the Official List and from trading on the London Stock
Exchange's Main Market for listed securities, and Wood Shares will be disabled
in CREST.

The person responsible for arranging release of this Announcement on behalf of
Wood is John Habgood, Group General Counsel and Company Secretary.

 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

 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.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Wood's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable changes, the
revised dates and/or times will be notified to Wood Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement being made available on Wood's website at
https://www.woodplc.com/investors (https://www.woodplc.com/investors/) .

 Event                                                                           Time and/or date((1))
 Publication of the Scheme Document                                              11 September 2025
 Latest time for lodging Forms of Proxy for the:
             Court Meeting (blue form)                                           10.30 a.m. on 10 November 2025 ((2))
             General Meeting (yellow form)                                       10.45 a.m. on 10 November 2025 ((3))
 Voting Record Time                                                              6.30 p.m. on 10 November 2025 ((4))
 Court Meeting                                                                   10.30 a.m. on 12 November 2025
 General Meeting                                                                 10.45 a.m. on 12 November 2025 ((5))
 Wood and Bidco currently propose to proceed with the following dates and times
 associated with the Scheme. However, these dates and times are subject to
 change and will depend on, among other things, the date on which the
 Conditions to the Scheme are satisfied or, if capable of waiver, waived, and
 the date on which the Court sanctions the Scheme. Should any of these dates or
 times change, Wood will give adequate notice by issuing an announcement
 through a Regulatory Information Service, with such announcement being made
 available on Wood's website at https://www.woodplc.com/investors
 (https://www.woodplc.com/investors/) . Further updates and changes to these
 times will be notified in the same way. See also note (1).
 Sanction Hearing                                                                a date expected to be in H1 2026, subject to the satisfaction (or, if
                                                                                 applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                                 Long Stop Date ("D")
 Last day for dealings in, and for the registration of transfer of, Wood Shares  D+1*
 Scheme Record Time                                                              6.00 p.m. on D+1*((6))
 Disablement of CREST in respect of Wood Shares                                  6.00 p.m. on D+1*
 Suspension of dealings in Wood Shares                                           by 7.30 a.m. on D+2*
 Effective Date of the Scheme                                                    D+2*((7))
 Cancellation of listing of Wood Shares                                          by 7.30 a.m. on D+3*
 Latest date for despatch of cheques and crediting of CREST accounts for cash    on or as soon as possible after D+2* but not later than 14 days after the
 consideration due under the Scheme((8))                                         Effective Date
 Long Stop Date                                                                  1 March 2027((9))
 (1) The dates and times given are indicative only and are based on current
 expectations and are subject to change (including as a result of changes to
 the regulatory timetable). If any of the times and/or dates above change, the
 revised times and/or dates will be notified to Wood Shareholders by
 announcement through a Regulatory Information Service, with such announcement
 being made available on Wood's website at https://www.woodplc.com/investors.

 Participants in the Wood Share Plans will be contacted separately regarding
 the effect of the Scheme on their rights under the Wood Share Plans and with
 the details of the arrangements applicable to them.

 As at the date of the Scheme Document, Wood Shares are temporarily suspended
 from listing and trading.  Wood intends to request a restoration of the
 listing and trading of the Wood Shares upon publication of the Audited
 Accounts. The Supplementary Circular will be published as soon as practicable
 after publication of the Audited Accounts and the H1 2025 Interim Results.

 (2) It is requested that the blue Forms of Proxy for the Court Meeting be
 received no later than 48 hours (excluding any part of such 48-hour period
 falling on a non-working day) prior to the time appointed for the Court
 Meeting or, if the Court Meeting is adjourned or postponed, the time fixed for
 any adjourned or postponed Court Meeting. If the blue Form of Proxy in respect
 of the Court Meeting is not received by the relevant time, it may be: (i)
 scanned and emailed to Equiniti at the following email address:
 proxyvotes@equiniti.com (mailto:proxyvotes@equiniti.com) so as to be received
 prior to the commencement of the Court Meeting (or any adjournment or
 postponement thereof); or (ii) presented in person to the Equiniti
 representative who will be present at the Court Meeting, any time prior to the
 commencement of the Court Meeting (or any adjournment or postponement
 thereof).

 (3) In order to be valid, the yellow Forms of Proxy for the General Meeting
 must be received by no later than 48 hours (excluding any part of such
 48-hour period falling on a non-working day) prior to the time appointed for
 the General Meeting or, if the General Meeting is adjourned or postponed, the
 time fixed for any adjourned or postponed General Meeting.

 (4) If either the Court Meeting or the General Meeting is adjourned or
 postponed, the Voting Record Time for the relevant adjourned or postponed
 meeting will be 6.30 p.m. on the day which is two Business Days prior to the
 date of the adjourned or postponed meeting.

 (5) To commence at 10.45 a.m. or as soon thereafter as the Court Meeting
 concludes or is adjourned.

 (6) Scheme Shareholders who are on the Wood register of members at this time
 are entitled to receive the cash consideration under the Acquisition.

 (7) The Scheme shall become Effective as soon as a copy of the Court Order has
 been delivered to the Registrar of Companies. This is expected to occur
 following the Scheme Record Time and after the suspension of trading in Wood
 Shares. The events which are stated as occurring on subsequent dates are
 conditional on the Effective Date and operate by reference to that date.

 (8) The latest date for settlement of the consideration in respect of any
 Sanctions Affected Shares will be not later than 14 days after the relevant
 Release Date.

 (9) This is the latest date by which the Scheme may become Effective. However,
 the Long Stop Date may be extended to such later date as may be agreed between
 Bidco and Wood with the consent of the Panel (and that the Court may approve
 if required).

 *All dates by reference to "D+1", "D+2" and "D+3" will be to the date falling
 the number of indicated Business Days immediately after the actual date, which
 is "D", as indicated above.

 

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.

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.

Exceptional Conditions

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 sections 3(A), 3(B), 4(A), 5(A)(i) and 5(B) of Part A
of Part III (Conditions to the Implementation of the Scheme and to the
Acquisition) of the Scheme Document.

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.

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. Any person (including, without limitation, any custodian, nominee
and trustee) who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward the Scheme Document and any other related
document to any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.

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.

Sanctioned Shareholders

If any Wood Shares are Sanctions Affected Shares: (i) no right, title or
interest in any such Sanctions Affected Shares will be transferred to Bidco on
the Effective Date where such a transfer would cause any person to violate
Sanctions, or be exposed to a reasonable risk of being targeted as a
Sanctioned Person; (ii) any purported vote by or on behalf of any holder of
any such Sanctions Affected Shares at the Court Meeting or the General Meeting
will not be treated as valid where Sanctions require such vote to be so
treated; (iii) no holder of Sanctions Affected Shares will receive any cash
consideration under the Acquisition on the Effective Date; and (iv) under the
terms of the Acquisition and the Scheme, subject to compliance with any
Sanctions, with effect on and from the Effective Date, all rights attaching to
any such Sanctions Affected Shares will cease to be exercisable until such
time as the right, title or interest in such shares is transferred to Bidco.

Please refer to the Scheme in Part IV (The Scheme of Arrangement) of the
Scheme Document for further details.

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.

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