TIDMAMFW
RNS Number : 4076S
Amec Foster Wheeler PLC
02 October 2017
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 OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
2 October 2017
Amec Foster Wheeler plc
(the "Company")
Listing Rule 9.6.4 Issued Share Capital and Rule 2.9
Announcement
In accordance with the Listing Rule 9.6.4 and Rule 2.9 of the
City Code on Takeovers and Mergers (the "Code"), and further to the
announcement made on 29 October 2017, the Company confirms that the
following number of ordinary shares were issued by the Company to
the trustee (Computershare Trustees (Jersey) Limited) of the
Company's employee benefit trust to allow it to satisfying
outstanding awards and options granted under the Amec Foster
Wheeler plc Long Term Incentive Plan 2015 as and when they fall
due:
2,706,786 ordinary shares of 50 pence each.
The Company had 393,131,813 ordinary share of 50 pence each with
ISIN number GB0000282623 (the "Shares") in issue as at the close of
business on 29 September 2017. The Company currently holds
3,158,310 ordinary shares in treasury.
The total number of Shares attracting voting rights in the
Company is 392,680,289.
The above figure may be used by shareholders to determine the
percentage of issued share capital they hold in the Company and if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The Company also has an ADR programme. Each ADS represents 1
ordinary share of 50 pence per share. The ADSs have the trading
symbol AMFW.OTC and ISIN US00167X2053.
Enquiries:
Amec Foster Wheeler plc
Media: Jonathan Refoy, Director of Corporate Affairs Tel: +44
(0)20 7429 7500
Investors: Rupert Green, Chief Corporate Development Officer
Goldman Sachs International (financial adviser to the
Company)
Anthony Gutman / Nimesh Khiroya Tel: +44 (0) 7774 1000
Christopher Pilot / Celia Murray
BofA Merrill Lynch (financial adviser and corporate broker to
the Company)
Simon Mackenzie Smith / Tim Waddell Tel: +44 (0)20 7628 1000
Geoff Iles / Rowland Phillips
Barclays (financial adviser and corporate broker to the
Company)
Mark Astaire / Derek Shakespeare Tel: +44 (0)20 7623 2323
Asim Gunduz
Important notice relating to financial advisers
Each of Goldman Sachs International, Merrill Lynch International
("BofA Merrill Lynch") and Barclays Bank PLC, acting through its
Investment Bank ("Barclays"), who are authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA
and the Prudential Regulation Authority, are acting exclusively for
Amec Foster Wheeler and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Amec Foster Wheeler for providing the protections
afforded to the respective clients of Goldman Sachs International,
BofA Merrill Lynch and Barclays, or for providing advice in
connection with the contents of this announcement or any other
matters referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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% 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, 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 pm (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 Takeover Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Amec Foster Wheeler's website at www.amecfw.com
and on John Wood Group plc's website at www.woodgroup.com by no
later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of those
websites are not incorporated and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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