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RNS Number : 3644V
Apollo Management IX, L.P.
04 April 2023
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS REFERRED TO
BELOW, OR ANY OTHER PRE-CONDITIONS, ARE SATISFIED OR WAIVED.
FOR IMMEDIATE RELEASE
4 April 2023
Statement regarding Final* Proposal for John Wood Group PLC
("Wood")
Apollo Management Ho l dings, L.P. ("Apollo") notes the
announcements by Wood on 22 February 2023, 7 March 2023 and 17
March 2023.
Apollo confirms that it has, on behalf of certain investment
funds managed by it, made a number of approaches to the board of
directors of Wood (the "Board of Wood") in relation to a potential
acquisition of the entire issued and to be issued share capital of
Wood. The most recent proposal publicly disclosed by Wood was
submitted to the Board of Wood on 6 March 2023 by Apollo, on behalf
of certain investment funds managed by it. This all cash proposal,
the fourth one submitted since the start of 2023, was at a price of
237 pence per share (the "Fourth Proposal") but has been privately
rejected by the Board of Wood.
After careful consideration and to facilitate the discussions
reaching a definitive conclusion, Apollo, on behalf of certain
investment funds managed by it, submitted a further possible offer
for Wood to the Board of Wood on 4 April 2023. This further
possible offer for Wood is at a final price of 240 pence per share
in cash (the "Final Proposal"), which represents:
-- a 59% premium to the closing undisturbed share price of 151
pence as of 21 February 2023 (being the last business day prior to
Wood's announcement on 22 February 2023); and
-- a 20% premium to the initial proposal submitted to the Board
of Wood on 11 January 2023, which was at a price of 200 pence per
share in cash.
Apollo believes that the Final Proposal would provide a
compelling opportunity for Wood's shareholders to monetise their
holdings in Wood for cash at a highly attractive valuation which is
also at a significant premium to its recent and undisturbed share
price, eliminating the inevitable execution risk and uncertainty
associated with delivering Wood's refreshed strategy.
Apollo looks forward to engaging constructively with the Board
of Wood to finalise the terms of a recommended transaction to be
put forward to Wood's shareholders.
Other matters
The release by Apollo, on behalf of certain investment funds
managed by it, of an announcement of a firm intention to make an
offer for Wood under Rule 2.7 of the Code is subject to the
satisfaction or waiver of a number of pre-conditions,
including:
-- satisfactory completion of Apollo's customary due diligence; and
-- the unanimous and unconditional recommendation of the Final
Proposal by the Board of Wood to Wood's shareholders.
Apollo reserves the right to waive, in its absolute discretion,
in whole or in part, any such pre-conditions.
This announcement does not constitute an announcement of a firm
intention to make an offer under the Code. There can be no
certainty that any offer for Wood will be made even if the
pre-conditions referred to above, or any other pre-conditions, are
satisfied or waived.
Pursuant to Rule 2.5(a)(i) of the Code, Apollo reserves the
right to vary the form and/or mix of the offer consideration and/or
to vary the transaction structure. Apollo also reserves the right
to make the offer on less favourable terms than those described in
the Final Proposal or any prior proposals made to the Board of
Wood:
-- with the recommendation or consent of the Board of Wood;
-- following the announcement by Wood of a Rule 9 waiver
proposal or a reverse takeover (as defined in the Code); or
-- if a third party announces a firm intention to make an offer
for Wood on less favourable terms than our Final Proposal.
Separately, if Wood announces, declares, makes or pays any
dividend or any other distribution or return of value to
shareholders after the date of this announcement, Apollo will make
an equivalent adjustment to the terms of its Final Proposal.
*Pursuant to Rule 2.5(a)(ii) of the Code, Apollo confirms that
the possible offer price of 240 pence per share in the Final
Proposal is final and will not be increased, except that Apollo
reserves the right to increase the amount of the offer price if:
(a) there is an announcement on or after the date of this
announcement of an offer or a possible offer for Wood by a third
party offeror or potential offeror (including where the
announcement of any such offer or possible offer is made by Wood);
or (b) the Panel on Takeovers and Mergers (the "Panel") otherwise
provides its consent.
In accordance with Rule 2.6(a) of the Code, Apollo is required,
on behalf of certain investment funds managed by it, by no later
than 5.00 pm (London time) on 19 April 2023, to either: (i)
announce a firm intention to make an offer (as defined in the Code)
for Wood under Rule 2.7 of the Code; or (ii) announce that it does
not intend to make an offer for Wood, in which case such
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline can be extended at the request of
the Board of Wood and with the consent of the Panel in accordance
with Rule 2.6(c) of the Code.
A further announcement will be made when appropriate.
Contacts
Apollo
Noah Gunn, Global Head of Investor Relations +1 212 822 0540
Joanna Rose, Global Head of Corporate Communications +1 212 822 0491
----------------
Perella Weinberg Partners (Financial Adviser to Apollo)
Matthew Smith +44 207 268 2800
Chris Mead
-----------------
Adnan Choudhury
-----------------
About Apollo
Apollo Global Management, Inc. (together with its subsidiaries,
the "Apollo Group") is a high-growth, global alternative asset
manager. As of 31(st) December 2022, the Apollo Group had
approximately $548 billion of assets under management across its
investment strategies. The Apollo Group's patient, creative,
knowledgeable approach to investing aligns the interests of its
clients, the businesses its funds invest in, their employees and
the communities they impact, to expand opportunity and achieve
positive outcomes. To learn more, please visit www.apollo.com .
Important notices
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for, sell
or otherwise dispose of, or an invitation to purchase or subscribe
for any securities or the solicitation of any vote in any
jurisdiction whether pursuant to this announcement or otherwise.
Any offer (if made) will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer (if made), including details of how it may be
accepted.
The release, publication or distribution of this announcement in
whole or in part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions or into whose possession this announcement comes
should inform themselves about and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
This announcement has been prepared in accordance with English
law and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England.
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Apollo in connection
with the matters set out in this announcement and for no one else
and will not be responsible to anyone other than Apollo for
providing the protections afforded to its clients or for providing
advice in relation to the matters set out in this announcement.
Neither Perella Weinberg Partners nor any of its subsidiaries,
branches or affiliates and their respective directors, officers,
employees or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Perella Weinberg Partners in connection with this
announcement, any statement contained herein or otherwise.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on Apollo's website at
www.apollo.com promptly and by no later than 12 noon (London time)
on the business day following this announcement (subject to certain
restrictions relating to persons resident in restricted
jurisdictions). The content of this website is not incorporated in,
and does not form part of, this announcement .
Disclosure requirements of 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 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 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.
Notice to US Wood shareholders
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Apollo or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Wood shares outside the
United States, other than pursuant to an offer, before or during
the period in which such offer, if made, remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com .
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END
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