REG - Wood Group (John)PLC - Update on FY24 & HY25 Results and Meetings

John WoodAnnouncement

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RNS Number : 3807F  Wood Group (John) PLC  29 October 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

 

29 October
2025

 

 

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

 

UPDATE ON ANNUAL REPORT AND FINANCIAL STATEMENTS 2024, H1 2025 INTERIM
RESULTS, SUPPLEMENTARY CIRCULAR TO THE SCHEME DOCUMENT AND POSTPONEMENT OF
MEETINGS

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless stated
otherwise. A copy of the Scheme Document is available on Wood's website at
www.woodplc.com/investors/pages/sidara-proposal-2025
(http://www.woodplc.com/investors/pages/sidara-proposal-2025) .

Wood announces that it is continuing to work with its auditor to complete and
publish the annual report and the audited consolidated accounts of the Wood
Group for the financial year ended 31 December 2024 (the "Audited Accounts")
and expects these to be completed and published on or before 31 October 2025.

Wood also expects to publish the H1 2025 Interim Results and the Supplementary
Circular described in the Scheme Document at the same time or shortly after
publication of the Audited Accounts.

To ensure the Supplementary Circular is published and posted to Wood
Shareholders at least 14 days prior to the Court Meeting and General Meeting
in relation to the Scheme, and to provide Wood Shareholders sufficient time
following publication of the Audited Accounts and H1 2025 Interim Results to
consider and reach a properly informed decision as to the Acquisition, with
the consent of the Panel and the Court, Wood intends to postpone the Court
Meeting and the General Meeting relating to the Scheme to the week commencing
17 November 2025. Further details on the date and times of the postponed
Meetings will be announced shortly and notices convening the postponed
Meetings will be included in the Supplementary Circular.

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.

The person responsible for arranging 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 / Nick Hasell, FTI Consulting  +44 (0)20 3727 1340

 

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, 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 and the Supplementary Circular (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.

Publication on a website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, 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 (London time) on the business day 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 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.

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.

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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