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RNS Number : 8835R
Wood Group (John) PLC
08 July 2022
8 July 2022
John Wood Group PLC
Publication of Circular and Notice of General Meeting
On 1 June 2022, John Wood Group PLC ('Wood' or the 'Company')
announced that it had entered into an agreement to sell its Built
Environment consulting business to WSP Global Inc. (the
'Transaction').
The Company is pleased to announce that a circular regarding the
Transaction (the 'Circular') has been published today, having
received approval from the UK Financial Conduct Authority. The
Circular will be sent to the Company's shareholders (other than
those who have elected for notification by electronic
communication) shortly.
The Transaction constitutes a Class 1 transaction for Wood under
the Listing Rules and completion of the Transaction ('Completion')
is conditional upon, among other things, the approval of Wood's
shareholders at a general meeting of the Company. Accordingly, the
Circular contains a notice convening a general meeting of the
Company which is to be held at Sir Ian Wood House, Hareness Road,
Altens, Aberdeen, AB12 3LE, Scotland at 11.00 a.m. on 3 August 2022
(the 'General Meeting') at which an ordinary resolution (the
'Resolution') will be proposed for Wood's shareholders to approve
the sale.
The Directors of Wood strongly recommend that Shareholders vote
by proxy as soon as possible and to appoint the Chair of the
General Meeting as their proxy. Further information as to how to
vote by proxy can be found in the Notice of General Meeting.
The Board considers the Transaction (and the Resolution
necessary to implement the Transaction) to be in the best interests
of Wood and its shareholders as a whole and unanimously recommends
that shareholders vote in favour of the Resolution.
The Board expects that, subject to the satisfaction and/or
waiver (where applicable) of the conditions precedent to the
Transaction, Completion will occur in the second half of 2022.
A copy of the Circular will be submitted to the National Storage
Mechanism and the Circular will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Circular will be available for inspection
on the Company's website at www.woodplc.com from the date of this
announcement up to and including the date of the General Meeting
and for the duration of the General Meeting.
Enquiries:
Simon McGough, President, Investor
Relations, Wood +44 (0)7850 978 741
Kevin Smith, Citigate Dewe Rogerson +44 (0)7710 815 924
Holly Gillis, Citigate Dewe Rogerson +44 (0)7940 797 560
J.P. Morgan Cazenove (Joint Sponsor and Joint Financial
Adviser)
Richard Perelman, Alex Bruce +44 (0)20 7742 4000
Morgan Stanley (Joint Sponsor and Joint Financial Adviser)
Tom Perry, Matthew Jarman +44 (0)207 425 8000
Cautionary statement
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Wood shareholders are advised to read
carefully the formal documentation in relation to the Transaction
once it has been despatched. Any response to the Transaction should
be made only on the basis of the information in the formal
documentation to follow.
Important information relating to financial advisers
J.P. Morgan Securities PLC, which conducts its UK investment
banking business as J.P. Morgan Cazenove, is authorised in the
United Kingdom by the Prudential Regulation Authority (the 'PRA')
and regulated by the FCA and PRA. J.P. Morgan Cazenove is acting as
sponsor and financial adviser exclusively for Wood and no one else
in connection with the Transaction and the matters set out in this
announcement and will not regard any other person as its client in
relation to the Transaction 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, or for providing advice
in relation to the Transaction or any other matters referred to in
this announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on J.P. Morgan Cazenove by FSMA or the
regulatory regime established thereunder or under the regulatory
regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or
unenforceable, J.P. Morgan Cazenove and any person affiliated with
it assumes no responsibility whatsoever for and makes no
representation or warranty express or implied, in relation to the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf and nothing contained in this
announcement is, or shall be, relied upon as a promise or
representation in this respect whether as to the past, present or
future, in connection with Wood, or the Transaction. J.P. Morgan
Cazenove and its respective subsidiaries, branches and affiliates
accordingly disclaims to the fullest extent permitted by law all
and any duty, responsibility and liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise be found to have in respect of this announcement or any
such statement or otherwise. Any reproduction or distribution of
this announcement, in whole or in part, and any disclosure of its
contents or use of any information contained in this announcement
for any purpose other than considering the terms of the Transaction
is prohibited.
Morgan Stanley & Co. International PLC ('Morgan Stanley'),
is authorised by the Prudential Regulation Authority, and regulated
by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom. Morgan Stanley is acting as
sponsor and financial adviser exclusively for Wood and no one else
in connection with the Transaction and the matters set out in this
announcement and will not regard any other person as their client,
nor will be responsible to anyone other than Wood for providing the
protections afforded to clients of Morgan Stanley or its
affiliates, or for providing advice in relation to the Transaction
or any other matters referred to in this announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Morgan Stanley by FSMA or the regulatory regime established
thereunder or under the regulatory regime of any jurisdiction where
the exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents, assume no responsibility whatsoever and makes no
representation or warranty express or implied, in relation to the
contents of this announcement, including its accuracy, completeness
or verification and nothing contained in this announcement is, or
shall be, relied upon as a promise or representation in this
respect whether as to the past, present or future, in connection
with Wood, or the Transaction. Morgan Stanley accordingly disclaims
to the fullest extent permitted by law all and any responsibility
and liability whether arising in tort, contract or otherwise (save
as referred to above) which it might otherwise be found to have in
respect of this announcement or any such statement. Any
reproduction or distribution of this announcement, in whole or in
part, and any disclosure of its contents or use of any information
contained in this announcement for any purpose other than
considering the terms of the Transaction is prohibited.
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END
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