REG - Wood Group (John)PLC - Response to Apollo no intention to bid statement

John WoodAnnouncement

15/05/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230515:nRSO3418Za&default-theme=true

RNS Number : 3418Z  Wood Group (John) PLC  15 May 2023

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

 

15 May 2023

 

John Wood Group PLC ("Wood")

 

Response to Apollo no intention to bid statement

 

On 4 April 2023, Apollo Management Holdings, L.P. ("Apollo"), on behalf of
certain investment funds managed by it, announced that it had submitted to the
Board of Wood a fifth proposal to acquire the entire issued and to be issued
ordinary share capital of Wood at a final price of 240p per share in cash (the
"Final Proposal"). The Board remains confident in Wood's strategic direction
and long term prospects; however, having weighed all relevant factors,
particularly feedback received from Wood shareholders, the Board announced on
17 April 2023 that it had decided to engage with Apollo to see if a firm offer
could be made on the same financial terms as the Final Proposal and,
accordingly, granted Apollo access to due diligence materials.

 

Following an extended period of detailed engagement, the Board notes the
announcement by Apollo today that it does not intend to make an offer for
Wood. As a result, Apollo is bound by the restrictions set out in Rule 2.8 of
the City Code on Takeovers and Mergers (the "Code").

 

The Board remains confident in Wood's strategic direction and long-term
prospects and believes that, following a transformative year in 2022,
including new executive leadership and a new strategy, Wood is well placed to
deliver substantial value for shareholders.

 

Our medium-term targets set out in November 2022 are to deliver adjusted
EBITDA growth at mid to high single digit CAGR, with momentum building over
time, and to return to positive free cash flow in 2024.

 

Furthermore, as set out in the Q1 trading update on 11 May 2023, there is good
momentum across all business units which has continued since the end of Q1,
with expectations for the full year unchanged.

 

The Board is grateful for the substantial engagement of its shareholders and
the support of its customers and employees throughout this process. The
management team looks forward to continuing to deliver against the strategy
set out in November 2022.

 

-Ends-

 

 For further information:

 Wood
 Simon McGough, President, Investor Relations  07850 978 741

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

 

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

 

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 (http://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 Prudential Regulation Authority ("PRA") and regulated in the
United Kingdom by the PRA and the Financial Conduct Authority. 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") is authorised by
the Prudential Regulation Authority ("PRA") and regulated by the PRA and the
Financial Conduct Authority in the United Kingdom, and is acting as joint
financial adviser and corporate broker for Wood and for no one else in
connection with the possible offer and will not be responsible to anyone other
than Wood for providing the protections afforded to its clients or for
providing advice in relation to the possible offer, the contents of this
announcement or any other matters referred to in this announcement.

 

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 (London
time) 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPGPUAWAUPWPGC