REG - Wood Group (John)PLC - Sale of UK T&D to United Infrastructure

John WoodAnnouncement

10/12/2025 16:30

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RNS Number : 0715L  Wood Group (John) PLC  10 December 2025

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

10 December 2025

 

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

Sale of UK T&D to United Infrastructure

 

Wood is pleased to announce that it has reached an agreement to sell its
United Kingdom Transmission & Distribution engineering business ("UK
T&D") to UI Telecoms & Power Holdco Limited ("United Infrastructure"),
for a cash consideration of £57.5 million (around $76.5 million) (the
"Transaction"). The Transaction is subject to customary closing conditions and
is expected to complete on 31 December 2025.

 

UK T&D is a provider of engineering, procurement, construction and
installation services in respect of overhead line and under ground cable
projects within the UK. United Infrastructure delivers critical infrastructure
in the UK, operating across the water, energy, power, telecommunications and
social infrastructure sectors.

 

Transaction highlights

 

·      Sale of UK T&D to United Infrastructure for a cash
consideration of £57.5 million (around $76.5 million)

·      Consistent with Wood's previously announced disposal programme of
non-core businesses

·      Contributes to a total of approximately $345 million of total
expected disposal proceeds agreed so far in 2025(2), ahead of the previously
announced $150 million to $200 million targeted for this year

·      Proceeds will be used by Wood to reduce net debt and retained for
general corporate purposes

 

Iain Torrens, CEO of Wood, commented:

 

"The divestment of UK T&D to United Infrastructure represents another
important step in simplifying Wood's portfolio and sharpening our strategic
focus. This transaction advances our disposal programme beyond original
expectations and takes total proceeds agreed this year to approximately $345
million."

 

"With shared clients and aligned values, United Infrastructure is a strong
strategic fit and will ensure the continued success of UK T&D and its
talented people."

 

Neil Armstrong, Chairman and CEO of United Infrastructure, said:

 

"The acquisition of Wood's UK Transmission and Distribution business marks a
significant milestone for United Infrastructure. It strengthens our expertise
across the entire power value chain and reinforces our mission to drive the
transition toward a sustainable, resilient energy future."

 

"This addition brings exceptional technical capabilities, and expanded
geographic reach, positioning United Infrastructure to play an even greater
role in supporting the UK's energy transition. It perfectly aligns with our
strategy to grow in critical national infrastructure and with our unwavering
commitment to delivering excellence for our clients and the communities we
serve."

 

Strategic rationale and benefits of the Transaction

 

As previously announced, Wood has continued to evaluate its portfolio of
businesses to identify those which are non-core to the Company's strategy and
growth priorities. UK T&D was identified as part of this process.

 

Furthermore, on 14 February 2025, Wood announced that it would target $150
million to $200 million of disposal proceeds in 2025 to help mitigate the
impact of negative free cash flow in the year.

 

The Transaction follows three other disposals announced in 2025, bringing the
total expected disposal proceeds agreed so far in 2025 to approximately $345
million(2).

 

The Transaction provides Wood with cash proceeds and a simpler portfolio in
line with the Company's previously announced strategy.

 

The Board of Wood (the "Board") considers that the Transaction is in the best
interests of Wood and its shareholders as a whole.

 

Appendix 1 to this announcement contains a summary of the principals terms of
the Transaction.

 

Use of proceeds

 

Net proceeds from the Transaction will reduce Wood's net debt and shall be
retained for general corporate purposes.

 

Financial information

 

The following information is a summary of key historical financial information
relating to UK T&D.

 

a)   Consolidated annual balance sheet relating to UK T&D from the
consolidation schedules underlying Wood's 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")(3)

 

Expressed in millions of US$

( )

                          FY24                                          H1 2025

 Non-current assets       5.6                                           6.2
 Current assets           16.9                                          41.1
 Current liabilities      (23.9)                                        (47.2)
 Non-current liabilities  (0.3)                                         (0.4)
 Net assets               (1.6)                                         (0.2)

 

 

b)   Consolidated income statement relating to UK T&D from the
consolidation schedules underlying Wood's audited consolidated accounts for
the financial year ended 31 December 2023 ("FY23") ("FY23 Accounts"), the FY24
Accounts and the H1 2025 Interim Results(3)

 

Expressed in millions of US$

 

                     FY23   FY24  H1 2025

 Revenue             45.2   65.2  38.7
 Adjusted EBITDA(1)  (1.5)  2.4   2.3
 Adjusted EBIT(4)    (2.4)  1.0   1.4

 

Impact on Wood

 

The Company notes that the Transaction, based on the FY24 Accounts, is
expected to have the following financial impact on the Company:

 

·      UK T&D's adjusted EBITDA(1) of $2.4m and adjusted EBIT(4) of
$1.0m in FY24 will no longer be contributed to the Company's results

·      UK T&D's non-current assets of $5.6m and current assets of
$16.9m in FY24 will no longer be contributed to the Company's results

·      UK T&D's current liabilities of $23.9m and non-current
liabilities of $0.3m in FY24 will no longer be contributed to the Company's
results

 

The Transaction will also release Wood from the obligation to provide £11.4m
of advance payment bonds that are currently required by UK T&D.

 

Details of the risks to Wood as a result of the Transaction are set out in
Appendix II to this announcement.

 

UKLRs

 

The Transaction constitutes a significant transaction for the purposes of
Chapter 7 of the UK Listing Rules made by the Financial Conduct Authority for
the purposes of Part VI of the Financial Services and Markets Act 2000 (as
amended) (the "UKLRs"). As such, this announcement is made in accordance with
Wood's disclosure obligations pursuant to Chapter 7 of the UKLRs.

 

About Wood

 

Wood is a global leader in consulting and engineering, delivering critical
solutions across energy and materials markets. Wood provides consulting,
projects and operations solutions in around 60 countries, employing around
35,000 people.

 

About UK T&D

 

UK T&D is a provider of engineering, procurement, construction and
installation services in respect of overhead line and under ground cable
projects within the UK.

 

About United Infrastructure

 

United Infrastructure  delivers critical infrastructure in the UK, operating
across the water, energy, power, telecommunications and social infrastructure
sectors.

 

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

 

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

 

2.   Includes $135 million cash consideration from the sale of Wood's
interest in RWG (subject to completion adjustments, expected to complete in
late-2025 or early-2026), $30 million from the completed sale of Kelchner Inc
and $105 million from the completed sale of its North American Transmission
& Distribution engineering business ("North America T&D").

 

3.   Information extracted without material adjustment from the
consolidation schedules underlying the FY23 Accounts, the FY24 Accounts and
the H1 2025 Interim Results, as relevant.

 

4.   Adjusted EBIT is adjusted EBITDA(1) after depreciation and
amortisation. This measure excludes the amortisation of acquired intangibles.

 

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 - Summary of the principal terms of the Transaction

 

Parties and structure

 

The Transaction is governed by the share purchase agreement (the "Share
Purchase Agreement") entered into between Amec Foster Wheeler Limited (the
"Seller"), UI Telecoms & Power Holdco Limited (the "Buyer") and United
Infrastructure Limited (the "Buyer Guarantor") on 10 December 2025.

Pursuant to the Share Purchase Agreement and subject to customary conditions
precedent (the "Conditions"), the Seller has agreed to sell, and the Buyer has
agreed to purchase, the entire issued share capital (the "Share") of Wood
Transmission and Distribution Limited (the "Target Company"). The Buyer
Guarantor guarantees the Buyer's obligations under the Share Purchase
Agreement and certain other documents relating to the Transaction.

 

Conditions Precedent

 

Completion of the Transaction ("Completion") is conditional upon the
Conditions being fulfilled or waived by 31 January 2026 (the "CP Deadline").
The CP Deadline may be extended by written agreement of the Seller and the
Buyer.

 

Consideration

 

The consideration for the Transaction is £57.5 million (the "Consideration").
The final cash amount payable to the Seller is subject to adjustments in
respect of any leakage occurring in the period between 30 September 2025 and
Completion. The Share Purchase Agreement also includes provisions requiring
the repayment of payables and receivables between the Target Company and the
Seller and/or Wood and its subsidiaries (the "Wood Group").

 

Warranties and indemnities

 

The Seller has given to the Buyer customary fundamental warranties, each of
which will be repeated at Completion, together with commercial warranties,
certain of which will be repeated at Completion. The Buyer has also given to
the Seller customary fundamental warranties.

 

The Seller has given specific indemnities in favour of the Buyer, including in
respect of (i) liabilities relating to the Wood Group's defined benefit
pension scheme; and (ii) any liquidated damages due as a result of any delay
or late completion by the Target Company of any project under or in respect of
specified material contracts for the period prior to or on Completion. These
indemnities are subject to customary limitations with regards to quantum and
time period and are not material in the context of the Wood Group.

 

Limitations on liability

 

Claims under the Share Purchase Agreement are subject to customary financial
and other limitations of liability. Except in the case of fraud, breaches of
commercial warranties given by the Seller will be covered by warranty and
indemnity insurance obtained by the Buyer.

 

Restrictive Covenant

 

The Seller has agreed non-solicitation and non-compete obligations in favour
of the Buyer for a period of 24 months following Completion, subject to
customary exclusions.

 

Confidentiality restrictions

 

The Seller and the Buyer have each agreed to certain customary confidentiality
restrictions.

 

Termination

 

The Share Purchase Agreement may be terminated by the Buyer if: (i) the Seller
is in breach of any of the fundamental warranties given by the Seller; (ii)
the Conditions are not satisfied and/or waived at or before the CP Deadline;
(iii) the Seller breaches certain interim period conduct of business
obligations in the Share Purchase Agreement; or (iv) the Buyer becomes aware
of a Material Adverse Change (as defined in the Share Purchase Agreement).

 

Governing law and jurisdiction

 

The Share Purchase Agreement is governed by English Law. The courts of England
and Wales will have exclusive jurisdiction in relation to any dispute arising
out of or in connection with the Share Purchase Agreement.

 

Tax Deed

 

At Completion, the Seller will enter into a tax deed with the Buyer (the "Tax
Deed"). Under the terms of the Tax Deed, the Seller will give a tax covenant
in favour of the Buyer in relation to a proportion of taxation in respect of
the periods prior to Completion, together with certain specific indemnities,
in each case subject to usual limitations and exclusions for a transaction of
this nature.

 

Transitional Services Agreement

 

At Completion, a transitional services agreement will be entered into between
the Target Company and the Seller (the "Transitional Services Agreement"). In
accordance with the Transitional Services Agreement, the Seller will provide
certain personnel on a transitional basis together with defined services
relating to HR; finance and tax; IT; health and safety; employee benefits; and
supply chain and procurement (together, the "Transitional Services") for
agreed periods of up to 120 days following Completion or as otherwise agreed
in accordance with the Transitional Services Agreement. The Target Company is
able to extend the duration for which certain of the Transitional Services are
provided by periods of up to 30 days, subject to an overall cap of 180 days
for any particular service (taking in account any extension).

Appendix II - Risk factors

Shareholders of Wood ("Shareholders") should carefully consider, together with
all other information contained in this announcement, the specific factors and
risks described below. Wood considers these to be the known material risk
factors relating to the Transaction for Shareholders to consider. There may
be other risks of which the Board is not aware or which it believes to be
immaterial which may, in the future, be connected to the Transaction and have
a material and adverse effect on the business, financial condition, results of
operations or future prospects of the Wood Group. The risks described below
are only those which: (i) are material risk factors relating to the
Transaction; or (ii) will be material new risk factors to the Wood Group as a
result of the Transaction. Note that the risk factors are set out in order of
materiality within each section.

 

1.   Risks relating to the Transaction

 

(i)         The Transaction may not proceed to Completion

 

Pursuant to the Share Purchase Agreement, Completion of the Transaction is
subject to the Conditions. There can be no assurance that the Conditions will
be satisfied or waived and, accordingly, that Completion of the Transaction
will take place.

 

If Completion of the Transaction does not occur, the Wood Group will not
receive the Consideration from the Transaction. Further, some other costs
incurred by the Wood Group in connection with the Transaction (such as legal
and other advisory fees) would be incurred without the receipt of those cash
proceeds.

 

If the Transaction does not proceed to Completion, there can be no guarantee
that Wood will be able to secure another transaction involving the Share on
terms more favourable than, or equivalent to, the Transaction.

 

(ii)        Exposure to liabilities and restrictions under the Share
Purchase Agreement

 

The Share Purchase Agreement contains obligations in the form of warranties
and indemnities, certain pre-Completion undertakings and  a number of
customary post-Completion restrictive covenants given in favour of the Buyer.
The Wood Group has taken steps to minimise the risk of liability through
customary limitations of liability and has sought to ensure that the
restrictive covenants will not impact the Wood Group's business as currently
carried out. However, the limitations of liability will not apply in all
scenarios and any liability to make a payment arising from a successful claim
by the Buyer under the Share Purchase Agreement could reduce the Consideration
and have an adverse effect on Wood's business, results of operations,
prospects and financial condition. Similarly, restrictive covenants applicable
to Wood could also have an adverse effect on its ability to pursue future
opportunities and therefore its business, results of operations, prospects and
financial condition.

 

2.   Material new risk factors to the Wood Group as a result of the
Transaction

 

(i)         Financial risks for the Wood Group in relation to the
disposal of UK T&D

 

The Wood Group will forgo the future financial contribution of UK T&D and
this may adversely affect the Wood Group's business and its results. As set
out in the 'Financial information' section, the gross assets of UK T&D
were $22.5 million for FY24. In FY24 UK T&D contributed revenue of
approximately $65.2 million, adjusted EBITDA(1) of $2.4 million and adjusted
EBIT(4) of $1.0 million to Wood's adjusted results.

 

(ii)        The Wood Group's operations will be less diversified and
more susceptible to specific risks

 

Following the Transaction, the Wood Group's business will be smaller and less
diversified. Without the benefit of the contribution of profits of UK T&D,
the Wood Group's profits will be lower and its overall financial performance
will depend more on the performance of each of its continuing operations and
the success of its business strategy. In particular, any underperformance by
any business or division within the Wood Group will have a larger impact on
the Wood Group than would have been the case before the Transaction.

 

Appendix III - Significant change

1.   Wood

Save in respect of the following, 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:

(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");

(iii)        the information disclosed in the supplementary circular
published by Wood on 30 October 2025 (the "Supplementary Circular"); and

(iv)        the A&E Effective Date occurring and accordingly the
Company having access to the $250 million Sidara Interim Funding and the $200
million New Money Facility, as announced on 4 December 2025 ("A&E
Effective Date", "Sidara Interim Funding" and "New Money Facility" each having
the meanings given in the Scheme Document.

 

2.   UK T&D

There has been no significant change in the financial performance or financial
position of UK T&D since 30 June 2025, being the end of the last financial
period for which financial information of UK T&D has been published.

 

Appendix IV- 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; and (iii) the Supplementary Circular,
the Wood Group 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.

 

2.   UK T&D

 

Save as disclosed in Appendix I - Summary of the principal terms of the
Transaction, UK T&D 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 V - 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 VI - Legal and arbitration proceedings

1.   Wood

Save as detailed in the FY24 Accounts, the H1 2025 Interim Results or the
Company's announcement dated 30 October 2025 in connection with its disposal
of North America T&D 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.   UK T&D

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 UK T&D and/or UK T&D's financial position or profitability.

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