REG - Wood Group (John)PLC - RWG JV interest sale to Siemens Energy

John WoodAnnouncement

03/11/2025 18:00

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RNS Number : 0023G  Wood Group (John) PLC  03 November 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

 

3 November
2025

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

Update on sale of joint venture interest in RWG to Siemens Energy Global

 

Further to the Company's announcement on 25 July 2025 (the "Initial
Announcement") regarding the agreement by its wholly-owned subsidiary, JWG
Investments Limited ("JWG"), to sell its 50 per cent. interest in RWG (Repair
& Overhauls) Limited ("RWG") to Siemens Energy Global GmbH & Co. KG
("Siemens Energy Global"), a wholly-owned subsidiary of Siemens Energy AG
("Siemens Energy") and Wood's joint venture partner, for a cash consideration
of $135 million, subject to closing adjustments(1) (the "Transaction"), the
Company is providing an update on the Transaction and further information
required to be disclosed under the UK Listing Rules (the "UKLRs").

 

Update on the Transaction

 

As previously announced, completion of the Transaction is subject to the
satisfaction of customary conditions, including receipt of certain antitrust
and other regulatory approvals (the "Conditions"). The parties have made good
progress towards obtaining the necessary clearances to satisfy the Conditions.

 

Financial information

 

The following information is a summary of key historical financial information
relating to RWG.

 

a)   Line entries related to RWG extracted without material adjustment from
Wood's balance sheet in the audited consolidated accounts for the financial
year ended 31 December 2024 ("FY24") (the "FY24 Accounts") and Wood's interim
financial results for the six-month period ended 30 June 2025 ("H1 2025") (the
"H1 2025 Interim Results")

 

Expressed in millions of US$

( )

                           FY24  H1 2025

 Wood's investment in RWG  73.9  79.2

 

b)   Line entries related to RWG extracted without material adjustment from
Wood's consolidated income statement in the audited consolidated accounts of
Wood for the financial year ended 31 December 2023 ("FY23") (the "FY23
Accounts"), the FY24 Accounts and the H1 2025 Interim Results

 

Expressed in millions of US$

 

                                         FY23     FY24     H1 2025

 Adjusted EBITDA(2)                      32.9(4)  34.4(5)  12.7(6)
 Adjusted EBIT(3)                        20.4     21.6     6.5
 Wood's share of RWG's post-tax profits  16.3     15.2     4.8
 Dividends received from RWG             8.1      9.6(7)   4.1

 

Impact on Wood

 

Following publication of the FY24 Accounts the Company notes that the
Transaction, based on the FY24 Accounts, is expected to have the following
financial impact on the Company following completion:

 

·      The Company's investment of $73.9 million in RWG will no longer
be contributed to the Company's results

·      RWG's adjusted EBITDA(2) of $34.4 million(5) and adjusted EBIT(3)
of $21.6 million will no longer be contributed to the Company's results

·      The Company's share of RWG's post-tax profits of $15.2 million
will no longer be contributed to the Company's results

·      The dividends received from RWG of $9.6 million(7) will no longer
be contributed to the Company's results

 

Enquiries

 

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

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

 

Notes

 

1. The final amount of net proceeds will be subject to certain limited
retention arrangements and other customary completion adjustments by virtue of
the completion accounts process.

 

2.  Adjusted EBITDA is adjusted earnings before interest, tax, depreciation
and amortisation.

 

3. Adjusted EBIT is adjusted EBITDA(2) after depreciation and amortisation.
This measure excludes the amortisation of acquired intangibles.

 

4. Includes $23.6 million of RWG adjusted EBITDA(2) and $9.3 million from a
management charge ("Management Charge") paid from RWG to Wood.

 

5.  Includes $24.9 million of adjusted EBITDA(2) and $9.5 million from the
Management Charge.

 

6.  Includes $7.9 million of adjusted EBITDA(2) and $4.8 million from the
Management Charge.

 

7.  The GBP to USD FX rate used in the FY24 Accounts to convert the dividend
received from RWG in 2024 of £7.5 million into USD was the full year average
FX rate of 1.2781. The FX rate used to calculate the FY24 dividend as stated
in the Initial Announcement of $9.4 million was the 31 December 2024 FX rate
of 1.2523.

Important Notices

 

No statement in this announcement is intended as a profit forecast and no
statement in this announcement should be interpreted to mean that the future
earnings per share, profits, margins or cash flows of Wood following the
Transaction will necessarily match or be greater than the historical published
earnings per share, profits, margins or cash flows of Wood.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect Wood's current view with respect to future events and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to Wood's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.

 

Shareholders are advised to read this announcement in its entirety for a
further discussion of the factors that could affect Wood's future performance.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur.

 

This announcement does not constitute and should not be construed as, an offer
to purchase or sell or issue securities, or otherwise constitute an
inducement, invitation, commitment, solicitation or recommendation to any
person to purchase, subscribe for, or otherwise acquire securities in Wood, or
constitute an inducement to enter into any investment activity in any
jurisdiction. Nothing contained in this announcement is intended to, nor shall
it, form the basis of, or be relied on in connection with, any contract or
commitment whatsoever and, in particular, must not be used in making any
investment decision.

 

The distribution of this announcement in or from certain jurisdictions may be
restricted or prohibited by the laws of any jurisdiction other than the UK.
Recipients of this announcement are required to inform themselves of, and
comply with, all restrictions or prohibitions in such other jurisdictions. Any
failure to comply with applicable requirements may constitute a violation of
the laws and/or regulations of such other jurisdictions.

 

This announcement has been prepared for the purposes of complying with the
applicable law and regulation of the UK (including the UKLRs and the
Disclosure Guidance and Transparency Rules) 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 and regulations of any
jurisdiction outside of the UK.

 

Save as required by the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the UKLRs or by applicable law, Wood expressly disclaims
any intention, obligation or undertaking to update, review or revise any of
the information or the conclusions contained herein, including forward-looking
or other statements contained in this announcement, or to correct any
inaccuracies which may become apparent whether as a result of new information,
future developments or otherwise.

 

Appendix I - Significant change

 

1.   Wood

Save in respect of: (i) the recommended cash acquisition of Wood by Sidara
Limited (an entity controlled by Dar-Al Handasah Consultants Shair and
Partners Holdings Ltd) to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), as announced on 29
August 2025; (ii) the information disclosed in the scheme document published
by Wood and sent to Wood shareholders on 11 September 2025 in connection with
the Scheme (a copy of which is available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) ) (the "Scheme
Document"); and (iii) the information disclosed in the supplementary circular
published by Wood on 30 October 2025 (the "Supplementary Circular"), there has
been no significant change in the financial performance or financial position
of Wood since 30 June 2025, being the end of the last financial period for
which financial information of Wood has been published.

2.   RWG

There has been no significant change in the financial performance or financial
position of RWG since 31 December 2024, being the end of the last financial
period for which financial information of RWG has been published.

 

 

Appendix II - Material contracts

1.   Wood

 

Save as disclosed in: (i) section 10 of Part VII (Additional Information on
Wood, Sidara and Bidco) of the Scheme Document; (ii) Appendix I - Summary of
the principal terms of the Transaction in the Initial Announcement; and (iii)
the Supplementary Circular, Wood and its subsidiaries (the "Wood Group") have
not entered into any material contract, other than contracts entered into in
the ordinary course of business, for the two years immediately prior to the
date of this announcement, that shareholders of Wood would reasonably require
for the purpose of making a properly informed assessment of the Transaction
and its impact on Wood.

 

2.   RWG

 

Save as disclosed in Appendix I - Summary of the principal terms of the
Transaction in the Initial Announcement, RWG has not entered into any material
contract, other than contracts entered into in the ordinary course of
business, for the two years immediately prior to the date of this
announcement, that shareholders of Wood would reasonably require for the
purpose of making a properly informed assessment of the Transaction and its
impact on Wood.

 

 

Appendix III - Related party transactions

 

Save as otherwise disclosed in the FY23 Accounts, the FY24 Accounts or the H1
2025 Interim Results, Wood has not entered into any related party transactions
relevant to the Transaction during FY23, FY24 or H1 2025 or otherwise up to
the date of this announcement.

 

Appendix IV - Legal and arbitration proceedings

1.   Wood

Save as disclosed in the FY24 Accounts, the H1 2025 Interim Results or the
Company's announcement dated 30 October 2025 in connection with its disposal
of its North American Transmission & Distribution engineering business,
there are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which Wood is aware)
during the period covering the 12 months prior to the date of this
announcement which may have, or have had in the recent past, a significant
effect on the Wood Group and/or the Wood Group's financial position or
profitability.

2.   RWG

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which Wood is aware)
during the period covering the 12 months prior to the date of this
announcement which may have, or have had in the recent past, a significant
effect on RWG and/or RWG's financial position or profitability.

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