REG - Wood Group (John)PLC - RESULTS OF COURT MEETING AND GENERAL MEETING
17/11/2025 18:15
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RNS Number : 8789H Wood Group (John) PLC 17 November 2025
John Wood Group PLC
LEI: 549300PLYY6I10B6S323
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 November 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
RESULTS OF COURT MEETING AND GENERAL MEETING AND UPDATE ON CONDITIONS TO THE
ACQUISITION
On 29 August 2025, the boards of Wood and Sidara announced that they had
reached agreement on the terms and conditions of a recommended all cash
acquisition of the entire issued, and to be issued, ordinary share capital of
Wood (the "Acquisition"), to be effected by means of a Court sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme was published and posted to Wood
Shareholders on 11 September 2025 (the "Scheme Document") and a supplementary
circular was published and posted to Wood Shareholders on 30 October 2025 (the
"Supplementary Circular").
Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
Wood is pleased to announce that, at the Court Meeting and General Meeting
held earlier today in connection with the Acquisition:
(A) the resolution to approve the Scheme was passed by the requisite
majority of Scheme Shareholders at the Court Meeting; and
(B) the Special Resolutions to implement the Scheme, including the amendment
of the Wood Articles, were passed by the requisite majority of Wood
Shareholders at the General Meeting.
Details of the resolutions that were proposed are set out in the notices of
the Court Meeting and the General Meeting contained in the Scheme Document and
the Supplementary Circular which are available on the Company's website at:
https://www.woodplc.com/investors/pages/sidara-proposal-2025/microsite
(https://www.woodplc.com/investors/pages/sidara-proposal-2025/microsite) .
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present (in person or by proxy) was entitled to one vote
per Scheme Share held at the Voting Record Time (with the exclusion of
Sanctioned Shareholders, as set out in the Scheme Document).
Results of the Court Meeting Scheme Shares voted Scheme Shareholders who voted** No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
the Court Meeting*
Number %* Number %*
FOR 248,969,929 89.07 640 89.89 35.99
AGAINST 30,555,492 10.93 72 10.11 4.41
TOTAL 279,525,421 100.00 712 100.00 40.40
*Rounded to two decimal places.
** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.
Voting Results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each
Wood Shareholder present (in person or by proxy) was entitled to one vote per
Wood Share held at the Voting Record Time (with the exclusion of Sanctioned
Shareholders, as set out in the Scheme Document).
Special Resolutions in relation to the approval of the implementation of the Scheme VOTES FOR** VOTES AGAINST TOTAL VOTES WITHHELD VOTES***
Number %* Number %* Number Number
1 To authorise the Directors of Wood (or a duly authorised committee thereof) to take all such action as they may consider necessary or appropriate to give effect to the Scheme 258,412,617 88.24 34,439,442 11.76 292,852,059 942,673
2 To amend the Wood Articles as set out in the Notice of General Meeting 257,993,785 88.46 33,665,123 11.54 291,658,908 2,134,824
3 To: (i) re-register Wood as a private limited company; and (ii) to change the name of Wood to John Wood Group Limited 255,813,963 87.89 35,243,382 12.11 291,057,345 2,722,387
*Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the Special Resolution.
The total number of Wood Shares in issue at the Voting Record Time was
691,839,369, of which none were held in treasury. Consequently, the total
number of voting rights in Wood at the Voting Record Time were 691,839,369.
The total number of Wood Shares voted was 292,852,059, representing 42.33 per
cent. of the Wood Shares in issue at the Voting Record Time.
In accordance with the Financial Conduct Authority's UK Listing Rule 6.4.2R, a
copy of the Special Resolutions passed at the General Meeting will be
submitted to the National Storage Mechanism ("NSM") and will shortly be
available to view on the NSM's website at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Remaining Conditions and expected timetable to completion
Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the outstanding Conditions set out in Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of the
Scheme Document, including, among other things, the receipt of certain
antitrust and other regulatory approvals and the sanction of the Scheme by the
Court at the Sanction Hearing.
Wood and Sidara have made significant progress towards satisfaction of the
Antitrust Conditions and Regulatory Conditions, as set out in sections 7 and
8, respectively, of Part A of Part III (Conditions to the Implementation of
the Scheme and to the Acquisition) of the Scheme Document. The parties are
continuing to work towards satisfaction of the outstanding Conditions and,
subject to satisfaction (or, where applicable, waiver) of such Conditions and
the sanction of the Scheme by the Court, completion of the Acquisition is
expected to occur in the first half of 2026.
The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 14 to 15 of the Supplementary Circular, and
as also set out in the Appendix to this announcement. If any of the dates
and/or times in this expected timetable change, 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) .
Update on the Amendment and Extension
All outstanding conditions precedent under the A&E Implementation Deed,
the Sidara Interim Funding Agreement and the Escrow Agreement are customary
documentary conditions precedent within Wood's control and Wood expects to
satisfy them in the next few days. Wood will receive the $250 million Sidara
Interim Funding and will have access to the $200 million New Money Facility
shortly thereafter.
2024 Accounts Meeting
The Company will hold a general meeting in December at which the Annual Report
and Financial Statements 2024 will be laid before shareholders (the "2024
Accounts Meeting"). A notice convening the 2024 Accounts Meeting and proxy
forms for use in respect of the 2024 Accounts Meeting will be posted to
shareholders who have requested hard copies, together with the Annual Report
and Financial Statements 2024, and will also be made available on the
Company's website in due course.
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
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.
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) and the
Supplementary Circular, which together will contain the full terms and
conditions of the Acquisition. 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
outstanding Exceptional Conditions: (i) 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; (ii) 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 (iii) certain other conditions relating to the implementation of the
A&E Implementation Deed, the Lock Up Agreement and/or any Lender Waiver.
Further details on the Exceptional Conditions 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.
The Exceptional Conditions relating to: (i) publication of the Audited
Accounts on or before 31 October 2025 (or such later date as Sidara and Wood
may agree in writing); and (ii) the Audit Opinion not being the subject of any
Modified Opinion in relation to the FY24 Balance Sheet, as set out in sections
3(A) and 3(B) of Part A of Part III (Conditions to the Implementation of the
Scheme and to the Acquisition) of the Scheme Document, have each been
satisfied.
There can be no certainty that the outstanding 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
outstanding Exceptional Conditions, nor would it be necessary for the
circumstances which cause any of the outstanding Exceptional Conditions not to
be satisfied to be of material significance to Bidco in the context of the
Acquisition.
Accordingly, none of the outstanding Exceptional Conditions is capable of
being waived by either Wood or Bidco and therefore, if any of the outstanding
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. 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, Supplementary Circular
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.
Please refer to Part II (Explanatory Statement) of the Scheme Document for
further details in relation to Overseas Shareholders.
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
was not 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/her independent professional
adviser immediately regarding the tax consequences of the transaction
applicable to him/her.
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, the Scheme Document and the Supplementary Circular 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
(http://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. (UK time) on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (UK 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. (UK 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 any other 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 (http://www.energy-pillar.com) and on Wood's website
at www.woodplc.com/investors/pages/sidara-proposal-2025
(http://www.woodplc.com/investors/pages/sidara-proposal-2025) promptly and in
any event by no later than 12 noon on the date following the date of this
Announcement. 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Wood's and Bidco's current
expected dates for the implementation and is subject to change. If any of the
dates and/or times in this expected timetable change, 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))
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*((2))
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*((3))
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((4)) Effective Date
Long Stop Date 1 March 2027((5))
(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
(https://www.woodplc.com/investors) .
(2) Scheme Shareholders who are on the Wood register of members at this time
are entitled to receive the cash consideration under the Acquisition.
(3) 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.
(4) 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.
(5) 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.
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